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.
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(4) Date Filed:
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The following communication, relating to integration planning with respect
to the proposed transaction between Burlington Resources Inc. and
ConocoPhillips, was sent to all ConocoPhillips and Burlington Resources
Inc. employees on December 21, 2005.
TO: BURLINGTON RESOURCES EMPLOYEES
CONOCOPHILLIPS EMPLOYEES
FROM: RANDY LIMBACHER, INTEGRATION LEADER, BURLINGTON RESOURCES
JOHN LOWE, INTEGRATION LEADER, CONOCOPHILLIPS
DATE: DECEMBER 21, 2005
RE: INTEGRATION PLANNING UPDATE
We are pleased to update you on the Integration Team planning process that
is under way between Burlington Resources and ConocoPhillips. The
Integration Team members, shown below, met for the first time on Monday,
Dec. 19, to kick off integration planning efforts and outline processes and
goals.
The group agreed to several key deliverables and milestones at this initial
meeting including:
-- Regularly scheduled meetings to discuss progress on integration
planning goals
-- A commitment to conduct our activities in accordance with guiding
principles that call for each team member to make a successful
integration planning effort his or her number one personal priority
-- A commitment to provide all Burlington Resources employees and
ConocoPhillips employees in impacted business units their employment
status by the day of closing, and
-- The establishment of sub-teams in each of the integration planning
areas that will begin work immediately to address key issues.
In general, we expect the integration effort to focus on the Lower-48 and
Canadian upstream organizations and corporate staff functions.
The team will meet again on Jan. 5, 2006, after which time we expect to
begin a regular process of e-mail updates to ConocoPhillips and Burlington
Resources employees.
The team also received a briefing from anti-trust counsel about the need
for Burlington Resources and ConocoPhillips to continue to operate as
independent entities until the merger is officially approved and closed. As
a reminder, no "competitively sensitive" information (information that you
ordinarily would not disclose to a competitor, such as contract terms,
detailed cost information for particular services, future pricing or
marketing plans, etc.) or information which could otherwise limit the
competitiveness of either company should be requested or exchanged without
the express approval of both companies' counsel. The exchange of
information related to the integration will be coordinated through the
Integration Team and sub-teams with the assistance of counsel.
In closing, we wish you and your families a very safe and very happy
holiday season. We hope you join us in looking forward to the many
opportunities this merger will bring.
Regards,
Randy Limbacher, Integration Leader, Burlington Resources
John Lowe, Integration Leader, ConocoPhillips
INTEGRATION TEAM MEMBERS
OPERATIONS
-- Greg Goff-COP
-- Mark Ellis-BR
FINANCE
-- Rand Berney-COP
-- Dane Whitehead-BR
SHARED SERVICES
-- Gene Batchelder-COP
-- Rick Diaz-BR
LEGAL
-- Steve Gates-COP
-- Rick Plaeger-BR
HUMAN RESOURCES
-- Carin Knickel-COP
-- Bill Usher-BR
CORPORATE AFFAIRS
-- Sam Falcona-COP
-- Ellen DeSanctis-BR
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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, 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. Neither Burlington
Resources Inc. nor ConocoPhillips undertakes any obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
ADDITIONAL INFORMATION
In connection with the proposed transaction, ConocoPhillips will file
a 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 AND THE PROXY STATEMENT WHEN THEY BECOME
AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE MERGER. Investors may
obtain a free copy of the Form S-4 and the proxy statement (when available)
and the other documents free of charge 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.
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 when they become
available.
Investors should read the Form S-4 and proxy statement carefully when
they become available before making any voting or investment decision.