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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 and international employees and first posted on Burlington Resources
Inc.'s intranet web site on March 23, 2006.
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TO: ALL BURLINGTON RESOURCES CANADA AND INTERNATIONAL EMPLOYEES
SUBJECT: EXCHANGE RATE METHODOLOGY FOR SEVERANCE CALCULATION
DATE: MARCH 21, 2006
The following methodology will be used for the conversion of the $7,000USD
component in the severance calculation for foreign locations:
The exchange rate will be the rate of exchange for US Dollars to the
foreign dollar at the close of business of the last trading day of the
month prior to the month in which the calculation is being done. For
example, when we prepare the Day 1 group, we will use the close exchange
rate as of February 28, 2006, for the packages being prepared in March,
with a delivery date of April 3.
The sites we will gather the information from are:
(i) for Canadian Dollars at the Bank of Canada Official website
http://www.bankofcanada.ca/en/rates/can_us_close.html
(ii) for Pounds Sterling, at the Bank of England Official website
http://213.225.136.206/mfsd/iadb/Rates.asp?Travel=NIxRSx&into=GBP
(iii) for Chinese Yuan Renminbi (CNY) and Algerian Dinar (DZD) the
Oanda website http://www.oanda.com
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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.
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