--------------------------------------------------------------------------------
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 December 29, 2005.
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.
COMMUNICATIONS
--------------
Q: HOW OFTEN WILL THE Q&A BE UPDATED?
A: It depends. Some questions can be answered by one member of our team,
but other questions may require input from several people. Our goal is
to answer questions as quickly as possible, but we want to ensure that
our answers are accurate, that we answer your questions right the
first time, and that our answers apply to as many employees as
possible.
COMPENSATION PROGRAMS
---------------------
Q: WHAT WILL HAPPEN WITH THE PETROTECH LONG-TERM INCENTIVE UNITS THAT
HAVE ALREADY BEEN GRANTED?
A: ConocoPhillips has agreed that outstanding awards under the Petrotech
and Canadian LTI programs will be honored in accordance with the
provisions of our plan. During January, participants in the U.S.
Long-Term Incentive Plan or the Canadian Long-Term Incentive Plan will
receive direct communications regarding their outstanding grants.
Q: WHAT HAPPENS TO PHANTOM STOCK GRANTS UPON THE CHANGE IN CONTROL?
A: The 1998 Employee Phantom Stock Plan provides that phantom stock
granted under that plan will automatically vest upon a "change in
control," which in this case is when we complete the merger with
ConocoPhillips.
CHANGE IN CONTROL / SEVERANCE
-----------------------------
Q: WILL YEARS OF SERVICE BE ROUNDED UP TO A WHOLE NUMBER FOR THE CHANGE
IN CONTROL SEVERANCE CALCULATION?
A: Yes. Partial years of service will be rounded up to the next whole
number. For example, 3.4 years of service would be rounded up to 4
years.
Q: IS AN AUTOMATED SPREADSHEET TOOL AVAILABLE THAT WILL ALLOW EMPLOYEES
TO ESTIMATE THE VALUE OF THEIR SEVERANCE BENEFITS?
A: We are currently developing spreadsheet tools that will perform
severance calculations. These tools will be available in January.
Q: WILL ALL EMPLOYEES BE ELIGIBLE FOR A SEVERANCE PACKAGE?
A: No. While all BR employees are covered by a Change in Control
Severance Plan, eligibility to receive a severance package depends
upon whether a job offer is extended by ConocoPhillips, and the nature
of that job offer.
Q: WILL EMPLOYEES BE ALLOWED TO VOLUNTEER FOR SEVERANCE?
A: No. Employees will not be allowed to volunteer for severance.
Q: HOW WILL SEVERANCE BENEFITS BE CALCULATED FOR THOSE EMPLOYEES NOT ON
U.S. PAYROLL PLANS?
A: Severance benefits will be calculated for all BR employees using the
same basic formula in the Employee Change in Control Severance Plan.
That plan is posted on this intranet site.
Q: FOR PURPOSES OF CALCULATING THE CHANGE IN CONTROL SEVERANCE BENEFIT,
WILL NON-EXEMPT EMPLOYEES IN THE U.S. RECEIVE CREDIT FOR THEIR
OVERTIME HOURS WORKED?
A: The severance calculation for U.S. non-exempt employees will include
both the annual base salary plus overtime.
Q: WHEN COMPUTING NET SEVERANCE PAY, WHICH TAX WITHHOLDING RATES WILL
APPLY?
A: BR will withhold federal, state or provincial and other taxes in the
same manner that these taxes are traditionally withheld from annual
bonuses and similar payments. For example, in the U.S. the withholding
rates would be 25% of the gross amount for federal taxes; 6.2% for
OASDI/Social Security (only the first $94,200 annually is taxed);
1.45% for Medicare; and additional amounts for any applicable state
and local taxes.
Q: WILL PROFESSIONAL TAX ADVICE/GUIDANCE BE OFFERED TO HELP EMPLOYEES
MITIGATE THE TAX IMPACT OF THE LUMP-SUM SEVERANCE?
A: Analysis of an employee's individual tax situation is best performed
by your own tax specialist.
Q: DOES ANNUAL BASE SALARY INCLUDE THE ANNUAL BONUS?
A: No. In accordance with Section 2.2 of the Plan, Base Salary is wages
or salary on an annualized basis (including overtime).
RETIREMENT / PENSION
--------------------
Q: IS THERE A PROVISION FOR UNIVERSAL VESTING OF U.S. EMPLOYEES IN THE
U.S. PENSION PLANS?
A: Maybe. Under IRS guidance, if enough BR employees are severed in
connection with the transaction, the terminations of employment would
be deemed a "partial termination" of the pension plan, in which case
severed employees with unvested benefits would receive full vesting in
their pension benefits at the time of their termination of employment.
BR operates with a rule of thumb that vesting would be triggered if 20
percent or more of BR's U.S. employees are severed. It isn't yet known
whether there will be sufficient terminations of employment in
connection with the COP transaction to trigger this rule.
Q: CAN EMPLOYEES CURRENTLY ENROLLED IN THE U.S. FINAL AVERAGE EARNINGS
PENSION PLAN CHOOSE TO TAKE A DISTRIBUTION AS A RESULT OF THE CHANGE
IN CONTROL?
A: Vested employees who are terminated or who retire have the option of
taking a lump-sum payment or an annuity if they are otherwise eligible
to do so under the terms defined by the plan documents.
Q: WILL THE PENSIONS OF EMPLOYEES WHO HAVE NOT YET REACHED AGE 55 MATURE
EARLY DUE TO TERMINATION?
A: No. BR's U.S. pension plans require employees to attain both the age
of 55 as well as 10 or more years of service to be eligible for early
retirement benefits.
Q: WILL THERE BE ANY DIFFERENT HANDLING OF PENSIONS IN CANADA DUE TO
LEGAL REQUIREMENTS THERE?
A: The benefits provisions contained in the BR Canada Defined
Contribution Pension Plan or the Defined Benefit Pension Plan are
described in the respective plan documents. In addition, BR Canada
employees are subject to legal protections enacted by the provinces in
which they work. These protections are intended to ensure that accrued
pension benefits are not adversely affected by an acquisition
regardless of whether an employee joins the acquiring company. The
existing BR Canada pension plans will continue in effect until the
change in control date. A determination of whether BR employees who
join ConocoPhillips will continue to accrue benefits under these plans
or under alternative plans has not yet been made by ConocoPhillips.
BENEFITS PROGRAMS
-----------------
Q: WHAT HAPPENS TO UNUSED VACATION IF AN EMPLOYEE IS SEVERED DUE TO THE
CHANGE IN CONTROL?
A. Any employee who is terminated will be paid for unused vacation
reflected in the employee's current payroll records.
Q: WHAT HAPPENS TO UNUSED SICK LEAVE IF AN EMPLOYEE RECEIVES SEVERANCE
BENEFITS DUE TO THE CHANGE IN CONTROL?
A: Unused sick leave is not payable upon termination.
Q: WILL SEVERANCE PAYMENTS BE MATCHED AS PART OF BR'S 401(K) SAVINGS
PLANS?
A: No. The change in control severance benefit is not considered eligible
earnings and therefore would not be matched under BR's 401(k) savings
plans.
EMPLOYMENT
----------
Q: WILL OUTPLACEMENT ASSISTANCE BE PROVIDED TO THOSE WHO DO NOT RECEIVE
EMPLOYMENT OFFERS FROM CONOCOPHILLIPS?
A: One of the benefits available under the Employee Change in Control
Severance Plan to employees who do not receive offers is
outplacement/career transition counseling to assist them in finding
new employment.
Q: WILL EARLY RETIREMENT INCENTIVE PACKAGES BE OFFERED?
A: No, BR will not offer early retirement incentive packages.
OTHER
-----
Q: WILL THE BURLINGTON RESOURCES FOUNDATION'S LOCAL COMMITTEES CONTINUE
MEETING REGULARLY AND MAKING GRANTS?
A: The Foundation and its committees will continue operating on a
business-as-usual basis, consistent with past practices, until the
change in control date. However, we are unlikely to make any
commitments that will extend beyond 2006, without the concurrence of
the Foundation's Board of Directors.
Q: WILL THE ELIGIBLE CHARITABLE DONATIONS THAT EMPLOYEES MADE IN 2005
STILL BE MATCHED BY THE BURLINGTON RESOURCES FOUNDATION?
A: Yes. Donations made during 2005 will be matched by the Foundation.
Q: WILL THE BURLINGTON RESOURCES FOUNDATION CONTINUE MATCHING EMPLOYEE
DONATIONS TO ELIGIBLE EDUCATIONAL AND CHARITABLE ORGANIZATIONS DURING
2006?
A: Eligible donations made prior to the closing date of the acquisition
will be matched by the Foundation provided that all other guidelines
of the program are met when the gift is made. Among these, the donor
must be a regular, full-time employee at the time.
--------------------------------------------------------------------------------
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. 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
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.