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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
[X] Definitive Additional Materials
[ ] 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 memorandum that was sent to all Burlington Resources
Canada employees and first posted on Burlington Resources Inc.'s intranet
web site on March 1, 2006.
TO: ALL BURLINGTON RESOURCES CANADA EMPLOYEES
SUBJECT: CONOCOPHILLIPS-BURLINGTON RESOURCES INTEGRATION - HR UPDATE
DATE: MARCH 1, 2006
When the proposed ConocoPhillips-Burlington Resources transaction was
announced late last year, an important part of the vision was the
opportunity it would create, both for the company and for employees. As we
get closer to potential consummation of the transaction, those
opportunities are being captured across the organization.
Over the last couple of months we have shared information with you about
the integration of our companies. Now we'd like to talk with you about what
the integration means to you and your family. While we realize not all
Burlington Resources employees will be joining the new company, we assure
you that our intent is to treat everyone fairly and with respect.
One of our key objectives for employees from Burlington Resources is to
make the integration as seamless as possible. One example of this is that
your benefits and compensation programs through Burlington Resources will
continue for 2006. Even so, we realize you may want to know about
ConocoPhillips' programs, and what your compensation and benefits may look
like for 2007.
ConocoPhillips offers a very competitive package comprised of compensation,
retirement, savings, health benefits, career development opportunities, and
work/life programs. More information about these programs is on the way.
As we move forward with the integration, we will provide you with
information as quickly as we can. In fact, we already have plans in place
to provide more details through the following:
o Employee meetings, town halls, and other "live" forums will
provide a chance to share information and allow for two-way
discussion so that you can ask questions and get answers.
o A mailing to your office address will provide more details for
you about ConocoPhillips' compensation and benefits package, and
provide a means for you to share this information with your
family or others close to you.
o Notification letters will be distributed beginning in mid-March.
As always, should you have any questions, we encourage you to visit the
integration site or talk with your manager. For questions regarding your
2006 Burlington Resources benefits, please continue to call your Burlington
Resources contacts. You can also visit the hr.conocophillips.com Web site,
or contact HR Connections at 1-800-622-5501 or
HRConnections@conocophillips.com for more information.
We are excited about what the future holds for our new company. Burlington
Resources is a critical part of ConocoPhillips' future success, and we look
forward to continuing our dialogue.
Carin Knickel Bill Usher
Vice President, HR Vice President, HR & Administration
ConocoPhillips Burlington Resources
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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 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
an amended registration statement on Form S-4 and, on February 27, 2006,
Burlington Resources filed a definitive proxy statement with the Securities
and Exchange Commission (SEC) and began mailing the proxy statement to
stockholders on February 25, 2006. Both companies will file other relevant
documents concerning the proposed merger transaction with the 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, which was filed with
the SEC on February 27, 2006. 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.