--------------------------------------------------------------------------------
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.
-----------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
-----------------------------------------------------------------------
(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:
------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------
(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):
------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------
[ ] 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:
------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------
-------------------------------------------------------------------------
The following are sets of Questions and Answers that were first posted on
Burlington Resources Inc.'s intranet web site on January 12, 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.
CHANGE IN CONTROL / SEVERANCE
-----------------------------
Q: WOULD A LONGER COMMUTE TIME FROM MY HOME TO A NEW WORK LOCATION BE
CONSIDERED WHEN MAKING A SEVERANCE ELIGIBILITY DETERMINATION?
A: No, the 35-mile distance stated in the Employee Change in Control
Severance Plan refers to the distance between the current work
location and the proposed new work location. It does not refer to the
commuting distance from an employee's home.
Q: WILL EMPLOYEES WHO RECEIVE SEVERANCE BENEFITS FROM BR ALSO BE ELIGIBLE
FOR GOVERNMENT UNEMPLOYMENT COMPENSATION?
A: Terminated employees may file for unemployment benefits with the
relevant governmental agency. If an employee is deemed eligible by
that agency, he or she may then receive unemployment benefits.
Although information on layoffs will not be available until later in
the integration planning process, for reference purposes the relevant
government agencies are listed below for key geographic areas:
FOR THE U.S.:
Colorado Colo. Dept. of Labor & Employment www.coworkforce.com
Louisiana La. Dept. of Labor www.ldol.state.la.us
Montana Mont. Dept. of Labor & Industry www.dli.state.mt.us
N. Mexico N. Mexico Dept. of Labor www.uiclaims.state.nm.us
N. Dakota Job Service N. Dakota www.jobsnd.com
Oklahoma Okla. Employment Security Comm. www.oesc.state.ok.us
Texas Texas Workforce Comm. www.twc.state.tx.us
Wyoming Wyoming Dept. of Employment www.wydoe.state.wy.us
FOR THE U.K.: Job Centers Plus www.jobcentreplus.gov.uk
FOR CANADA: Dept. of Human Resources and Skills Development (HRSDC)
http://www.hrsdc.gc.ca
To determine eligibility for Canada's Employment Insurance (EI)
benefits, individuals must apply through the HRSDC Web site or in
person at a Service Canada Centre office. Although severance and
vacation pay received may affect the date of eligibility, it is
important to apply for EI benefits as soon as unemployment begins.
BENEFITS
--------
Q: CAN EMPLOYEES TAKE NEW LOANS FROM THE BR SAVINGS PLAN PRIOR TO THE
MERGER AND DURING THE TRANSITION PERIOD?
A: Yes. Active employees may continue to take out loans from the BR
Savings Plan, if they are otherwise eligible under the rules of the
Plan. It is important to note, however, that if employment is
terminated, any outstanding loans become due. If these loans are not
repaid the outstanding amounts would be reported as taxable income to
the employee.
Q: CAN U.S. EMPLOYEES ACCELERATE THEIR 2006 CONTRIBUTIONS TO THE BR
SAVINGS PLAN TO FULLY UTILIZE THE FEDERAL GOVERNMENT'S 401(K)
"CATCH-UP" PROVISION?
A: We will investigate this request and respond once we obtain an answer.
Q: WHAT ARE CONOCOPHILLIPS' BENEFITS?
A: Summaries of ConocoPhillips' benefits plans are available on their Web
site http://hr.conocophillips.com. ConocoPhillips is expected to
provide more detailed information shortly.
RETIREMENT/PENSION
------------------
Q: UNDER BR'S U.S. FINAL AVERAGE EARNINGS PENSION PLAN, IF I AM NOT
VESTED UPON THE CHANGE IN CONTROL DATE, MIGHT I ACHIEVE VESTING LATER?
A: Unvested employees who are hired by ConocoPhillips, or who remain in a
transitional status after the closing date, would achieve vesting in
the plan when their BR service and ConocoPhillips service together
total five years.
Q: WHAT WILL HAPPEN TO BR'S U.S. PENSION PLANS FOLLOWING THE CLOSING
DATE?
A: After the closing date, under the terms of the merger agreement,
ConocoPhillips has agreed to continue offering BR's U.S. Final Average
Earnings Pension formula to those employees covered by it prior to the
merger's closing. The U.S. Cash Balance Pension Plan will continue for
a period of time, after which ConocoPhillips will evaluate whether to
merge it into their existing cash balance plan.
Q: WHAT OBLIGATION DOES CONOCOPHILLIPS HAVE TO FUND AND MANAGE THE U.S.
FINAL AVERAGE EARNINGS PENSION PLAN?
A: ConocoPhillips has agreed to manage and administer BR's U.S. Final
Average Earnings Pension formula, and in fact already administers five
legacy plans from past acquisitions. The merger agreement provides
that participants will continue to accrue benefits under the plan's
final average pay formula, whether or not the plan is ultimately
merged into another plan.
Q: HOW CAN I DETERMINE THE VALUE OF MY PENSION PLAN?
A: The Human Resources Department is accelerating the delivery date of
the annual pension benefits calculation provided to eligible
employees. Our plans are to produce and mail the 2006 Annual Benefits
Statements during February 2006. In the interim, you can consult your
2005 and earlier statements for data current on the dates they were
issued.
OTHER
-----
Q: WHY IS BR STOCK NOT TRADING AT THE $92-PER-SHARE FIGURE CITED IN THE
MERGER ANNOUNCEMENT PRESS RELEASE?
A: The $92 figure was based on closing stock prices of BR and
ConocoPhillips on December 9, the last day of unaffected trading
before news of the merger entered the market. The difference between
BR's actual stock price on any given day and the calculated value of
the deal will vary as a result of arbitrage activity, as well as the
market's usual upturns and downturns in response to company financial
and operational results and commodity price changes. BR's stock will
also trade in relation to upturns and downturns in ConocoPhillips'
stock price.
------------------------------------------------------------------------------
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.