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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.
(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 are sets of Questions and Answers that were first posted on
Burlington Resources Inc.'s intranet web site on the evening of February 14,
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.
COMPENSATION PROGRAMS
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Q: IT SOUNDS LIKE CONOCOPHILLIPS COMPENSATION IS BENCHMARKED AT THE
MEDIAN QUARTILE WHILE BURLINGTON HAS AIMED TO BE IN THE TOP QUARTILE
(I BELIEVE THE PAST FEW YEARS THAT MAY HAVE COME DOWN SOME). DOES THIS
POTENTIALLY MEAN BURLINGTON EMPLOYEE COMPENSATION WOULD "SLOW DOWN" TO
ALLOW CONOCOPHILLIPS EMPLOYEES TO CATCH UP?
A: ConocoPhillips' compensation and benefits are competitive in aggregate
with our peer companies, and this is confirmed annually through
multiple third-party surveys. Burlington's compensation and benefits
also are competitive, but the specific plans and plan values are
different from those of ConocoPhillips. ConocoPhillips and Burlington
Human Resources are currently working together to understand the
differences. The goal is for all full-time, regular employees to
participate in common, competitive compensation and benefits plans.
BENEFIT PROGRAMS
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Q: HOW DOES COP DETERMINE ELIGIBILITY FOR RETIREE MEDICAL BENEFITS? WILL
BURLINGTON SERVICE CARRY-OVER FOR THE DETERMINATION?
A: An employee must be age 50 and have 10 years of service when
employment ends, and his or her age and service added together must
total at least 65 points to be eligible for retiree benefits. To get
the maximum company contribution for medical (50% of the total cost of
coverage), you must have 85 points or more.
Burlington service will be recognized for this purpose, but Burlington
employees on on-going regular jobs whose termination dates precede the
anniversary of the closing date and Burlington employees on transition
assignments, will not be eligible for company contributions to
ConocoPhillips retiree medical.
The points (age + service) and percent of maximum company contribution
are as follows:
POINTS % OF MAXIMUM COMPANY CONTRIBUTION
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85+ 100% of Maximum Company Contribution
80-84 90% of Maximum Company Contribution
75-79 80% of Maximum Company contribution
70-74 70% of Maximum Company contribution
65-69 60% of Maximum Company contribution
The actual company contribution may be less than the percent listed
above because of the 4.5% cap on increases to the company
contribution. Additional information will be provided in later
communications about benefits.
Q: CAN YOU EXPLAIN MORE ABOUT HOW THE COP STOCK SAVINGS FEATURE WORKS?
A: The target payout for the Stock Savings Feature semiannual allocation
in the ConocoPhillips Savings Plan is $8 for every $1 invested. To
receive this targeted company allocation, eligible employees deposit 1
percent of eligible pay to the Stock Savings Feature on a before-tax
basis. Semiannually, as of June 30 and December 31, ConocoPhillips
stock will be allocated to the employee's account based on 1 percent
deposits to the Stock Savings Feature during the previous six-month
allocation period. There is a formula in the ConocoPhillips Savings
Plan that determines the payout. Components of the formula are the
number of eligible employees for the Stock Savings Feature, total
deposits to the Stock Savings Feature, shares of ConocoPhillips stock
to be allocated, and the stock price. For example, for the semi-annual
allocations in the period from June 2003 through December 2005, the
actual allocations have ranged from $7.01 to $12.89 in company stock
allocated for each dollar of participant deposits.
Q: WHAT MATCHING DOES CONOCOPHILLIPS HAVE FOR ITS 401(K) PLAN?
A: The ConocoPhillips Savings Plan has two components - the Stock Savings
Feature and the Thrift Feature; and, based on the Stock Savings
Feature target allocation of $8 for every $1 invested and the Thrift
Feature 1.25 percent match, the total targeted ConocoPhillips match is
9.25 percent with only a 2.25 percent employee deposit required.
In the Stock Savings Feature, eligible employees deposit 1 percent of
eligible pay on a before-tax basis. Semiannually, as of June 30 and
December 31, ConocoPhillips stock will be allocated to the employee's
account based on deposits during the previous six-month allocation
period. The target payout for the Stock Savings Feature allocation is
$8 for every $1 invested.
In the Thrift Feature, eligible employees deposit from 1 percent to 30
percent of eligible pay on a before-tax or an after-tax basis (or
combination of both). For every $1 deposited -- up to 1.25 percent of
eligible pay -- ConocoPhillips will contribute $1 to your account.
RETIREMENT / PENSION
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Q: ACCORDING TO A RECENT TIME MAGAZINE ARTICLE (OCTOBER 31, 2005)
EXXONMOBIL HAD A DEFICIT FUNDING AMOUNT RELATED TO ITS PENSION PLAN OF
$11.5 BILLION AND ONLY HAD ENOUGH MONEY TO ISSUE RETIREMENT CHECKS
COVERING 61% OF PROMISED BENEFITS. WHAT % CAN CONOCOPHILLIPS CURRENTLY
COVER OF ITS PROMISED RETIREMENT PLAN BENEFITS?
A: The question implies that if a plan is not 100% funded, some promised
benefits are not being paid in full, and this is not necessarily the
case. A plan does not have to be 100% funded to pay all of the
benefits when due. All participants' benefits are included in the
plan's liabilities, but not all participants are eligible to receive
immediate payments, and some are not currently vested in any benefit.
All ConocoPhillips retirement benefit payments due have been and are
being paid in full.
On a Projected Benefit Obligation (PBO) basis, our U.S. pensions had
obligations of $3.1 billion and assets of $1.7 billion, or 55 percent
funded as of 12/31/2004. PBO is based on actual years of service to
date, but also includes expected future wage increases. On an
Accumulated Benefit Obligation basis (ABO), our U.S. pensions had
obligations of $2.4 billion and assets of $1.7 billion, or 70 percent
funded as of 12/31/2004. ABO is based on actual years of service to
date and actual current wages. ConocoPhillips' forecast contribution
for the 2005-2009 time period was an average of $415 million per year
to its U.S. pensions and other postretirement plans. In 2004, the
company contributed $454 million to its U.S. pensions and other
postretirement plans, of which $417 million was to its U.S. pensions.
Updated information will be available in the ConocoPhillips annual
Report to the Shareholders later in 2006.
INTEGRATION
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Q: DOES CONOCOPHILLIPS HAVE A STANDARD SEVERANCE POLICY? IF SO, WHAT ARE
ITS TERMS?
A: ConocoPhillips has a comprehensive suite of competitive compensation
and benefits plans, including the ConocoPhillips Severance Pay Plan.
The terms and conditions of the ConocoPhillips Severance Pay Plan
generally require there be a job elimination or reduction in work
force to become eligible for benefits. The ConocoPhillips Severance
Pay Plan generally pays 3 weeks of salary for each year of service,
with a minimum benefit of 4 weeks and a maximum benefit of 60 weeks of
pay.
Q: CAN YOU EXPLAIN HOW THE COP 19/30 WORK SCHEDULE WORKS COMPARED TO BR'S
9/80 SCHEDULE?
A: ConocoPhillips offers a 19/30 program, which enables employees the
flexibility of taking one personal day off each month to spend as they
wish. This policy applies to regular full-time employees at sites that
have adopted the 19/30 program, but it excludes retail store employees
and employees who work 10- or 12-hour shifts, and employees covered by
a collective bargaining agreement, unless expressly provided for by
the terms of the applicable agreement. Employees must work an extra 30
minutes each day to participate in the program.
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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
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.