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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
BURLINGTON RESOURCES INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. (1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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The following is a Question and Answer that was first posted on Burlington
Resources Inc.'s intranet web site on January 25, 2006.
FREQUENTLY ASKED QUESTIONS
These questions and answers have been written to provide you with the
information requested in employee meetings and on the Employee Resource
Site. Employee questions that are similar in nature are grouped together,
rephrased and answered by a team from Human Resources. Please note: If a
conflict is discovered between these Q&As and the Plan Documents, the Plan
Documents will prevail. For specific individual questions, you are
encouraged to seek assistance from your Human Resources representative for
answers related to your personal circumstances.
COMPENSATION PROGRAMS
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Q: WILL EMPLOYEES RECEIVE ANNUAL INCENTIVE BONUSES FOR 2006?
A: Yes. The BR Incentive Compensation Plan provides for an Annual
Incentive Bonus payment to all eligible employees within 30 days
following the closing date of the merger. If, as we expect, the merger
closes during the first half of 2006, this bonus would be based on the
greater of (1) the "excellent" level of performance at your base
salary at the time, or (2) the highest annual bonus amount that was
paid to the individual employee in any of the three prior years. This
will be a full-year bonus, and will not be pro-rated. Payment of this
bonus is expected to represent the full bonus payout for work
performed during 2006. If the merger does not close during 2006, then
our existing bonus program will continue to operate in the ordinary
course, consistent with how it has worked in prior years.
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CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING
INFORMATION FOR THE PURPOSE OF "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Except for the historical and factual information contained herein,
the matters set forth in this filing, including statements as to the
expected benefits of the acquisition such as efficiencies, cost savings,
market profile and financial strength, timing expectations to complete the
merger, and the competitive ability and position of the combined company,
and other statements identified by words such as "estimates, "expects,"
"projects," "plans," and similar expressions are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
are subject to risks and uncertainties that may cause actual results to
differ materially, including required approvals by Burlington Resources
shareholders and regulatory agencies, the possibility that the anticipated
benefits from the acquisition cannot be fully realized, the possibility
that costs or difficulties related to the integration of Burlington
Resources operations into ConocoPhillips will be greater than expected, the
impact of competition and other risk factors relating to our industry as
detailed from time to time in each of ConocoPhillips' and Burlington
Resources' reports filed with the SEC. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of
their dates. Burlington Resources Inc. undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, ConocoPhillips has filed
a preliminary registration statement on Form S-4, Burlington Resources will
file a proxy statement and both companies will file other relevant
documents concerning the proposed merger transaction with the Securities
and Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE FORM S-4,
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY CONTAIN IMPORTANT INFORMATION REGARDING THE MERGER. Investors may
obtain free copies of the Form S-4, proxy statement and the other documents
at the website maintained by the SEC at www.sec.gov. In addition, you may
obtain documents filed with the SEC by ConocoPhillips free of charge by
contacting ConocoPhillips Shareholder Relations Department at (281)
293-6800, P.O. Box 2197, Houston, Texas, 77079-2197. You may obtain
documents filed with the SEC by Burlington Resources free of charge by
contacting Burlington Resources Investor Relations Department at (800)
262-3456, 717 Texas Avenue, Suite 2100, Houston, Texas 77002, e-mail:
IR@br-inc.com.
INTEREST OF CERTAIN PERSONS IN THE MERGER
ConocoPhillips, Burlington Resources and their respective directors
and executive officers, may be deemed to be participants in the
solicitation of proxies from Burlington Resources' stockholders in
connection with the merger. Information about the directors and executive
officers of ConocoPhillips and their ownership of ConocoPhillips stock will
be set forth in the proxy statement for ConocoPhillips' 2006 Annual Meeting
of Stockholders. Information about the directors and executive officers of
Burlington Resources and their ownership of Burlington Resources stock is
set forth in Burlington Resources' proxy statement for its 2005 annual
meeting, which was filed with the SEC on March 10, 2005. Investors may
obtain additional information regarding the interests of such participants
by reading the Form S-4 and proxy statement for the merger.
Investors should read the Form S-4 and proxy statement carefully
before making any voting or investment decision.