--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
(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 notification letters that were sent to all eligible
participants of certain Burlington Resources Inc. plans on March 23, 2006.
--------------------------------------------------------------------------------
MARCH 23, 2006
TO: ALL ELIGIBLE PARTICIPANTS OF THE FOLLOWING BURLINGTON RESOURCES
INC. PLANS:
o EXECUTIVE CHANGE IN CONTROL PLAN
o DEFERRED COMPENSATION PLAN
o INCENTIVE COMPENSATION PLAN
o SUPPLEMENTAL BENEFITS PLAN
o PERFORMANCE SHARE UNIT PLAN
o SPECIAL DEFERRED COMPENSATION/RETENTION PLAN
SUBJECT: NOTIFICATION OF TRUSTEE
The purpose of this letter is to notify you that Burlington Resources Inc.
has entered into a trustee relationship with Wachovia Bank, N.A.
("Wachovia") for the purpose of administering certain "Change in Control"
(CIC) benefit payments as a result of the ConocoPhillips/Burlington
resources transaction. Such arrangement is stipulated by the terms of the
CIC plan. The transaction is currently expected to close on March 31st,
2006.
Further to this subject, the Company has funded a Wachovia trust account at
levels sufficient to cover initial benefit payments due employees after the
CIC and/or termination should the latter situation occur. Wachovia, as the
Trustee, has been authorized to make payments as dictated by the terms of
the plans and also render final decisions on the eligibility and amounts
payable to employees claiming rights to payments under such plan provisions
as "good reason". The Trustee is also available to aid Participants in
pursuing any claims that they may have against the Company under the terms
of any Plan even is such benefits fall into a category not funded in the
Trust.
Although for the immediate future, the BR Human Resources Department will
remain the focal point of benefit payments, the appointment of Wachovia as
Trustee will assure that the Plans in the future months and years will be
administered in accordance with their provisions and that payments are made
in a timely manner.
Should you have the need to, you may contact Wachovia directly to (1)
obtain copies of Plan documents governing the above noted plans, (2) to
initiate an inquiry into entitlement of benefits, (3) to dispute the
amount, timing or manner of payment, or (4) to seek other assistance in
pursuing a claim for benefits. Wachovia's contact information is:
Wachovia Bank, N.A.
Executive Benefits Group/Burlington Resources Inc.
One West Fourth Street, MC NC6251
Winston-Salem, NC 27101
--------------------------------------------------------------------------------
MARCH 23, 2006
TO: ALL ELIGIBLE PARTICIPANTS OF THE FOLLOWING BURLINGTON RESOURCES
INC. PLANS:
o EMPLOYEE CHANGE IN CONTROL PLAN
o MANAGEMENT SUPPLEMENTAL BENEFITS PLAN
SUBJECT: NOTIFICATION OF TRUSTEE
The purpose of this letter is to notify you that Burlington Resources Inc.
has entered into a trustee relationship with Wachovia Bank, N.A.
("Wachovia") for the purpose of administering certain "Change in Control"
(CIC) benefit payments as a result of the ConocoPhillips/Burlington
resources transaction. Such arrangement is stipulated by the terms of the
CIC plan. The transaction is currently expected to close on March 31st,
2006.
Further to this subject, the Company has funded a Wachovia trust account at
levels sufficient to cover initial benefit payments due employees after the
CIC and/or termination should the latter situation occur. Wachovia, as the
Trustee, has been authorized to make payments as dictated by the terms of
the plans and also render final decisions on the eligibility and amounts
payable to employees claiming rights to payments under such plan provisions
as "good reason". The Trustee is also available to aid Participants in
pursuing any claims that they may have against the Company under the terms
of any Plan even is such benefits fall into a category not funded in the
Trust.
Although for the immediate future, the BR Human Resources Department will
remain the focal point of benefit payments, the appointment of Wachovia as
Trustee will assure that the Plans in the future months and years will be
administered in accordance with their provisions and that payments are made
in a timely manner.
Should you have the need to, you may contact Wachovia directly to (1)
obtain copies of Plan documents governing the above noted plans, (2) to
initiate an inquiry into entitlement of benefits, (3) to dispute the
amount, timing or manner of payment, or (4) to seek other assistance in
pursuing a claim for benefits. Wachovia's contact information is:
Wachovia Bank, N.A.
Executive Benefits Group/Burlington Resources Inc.
One West Fourth Street, MC NC6251
Winston-Salem, NC 27101
--------------------------------------------------------------------------------
MARCH 23, 2006
TO: ALL ELIGIBLE PARTICIPANTS OF THE BURLINGTON RESOURCES INC.
EMPLOYEE CHANGE IN CONTROL PLAN
SUBJECT: NOTIFICATION OF TRUSTEE
The purpose of this letter is to notify you that Burlington Resources Inc.
has entered into a trustee relationship with Wachovia Bank, N.A.
("Wachovia") for the purpose of administering certain "Change in Control"
(CIC) benefit payments as a result of the ConocoPhillips/Burlington
resources transaction. Such arrangement is stipulated by the terms of the
CIC plan. The transaction is currently expected to close on March 31st,
2006.
Further to this subject, the Company has funded a Wachovia trust account at
levels sufficient to cover initial benefit payments due employees after the
CIC and/or termination should the latter situation occur. Wachovia, as the
Trustee, has been authorized to make payments as dictated by the terms of
the plans and also render final decisions on the eligibility and amounts
payable to employees claiming rights to payments under such plan provisions
as "good reason". The Trustee is also available to aid Participants in
pursuing any claims that they may have against the Company under the terms
of any Plan even is such benefits fall into a category not funded in the
Trust.
Although for the immediate future, the BR Human Resources Department will
remain the focal point of benefit payments, the appointment of Wachovia as
Trustee will assure that the Plans in the future months and years will be
administered in accordance with their provisions and that payments are made
in a timely manner.
Should you have the need to, you may contact Wachovia directly to (1)
obtain copies of Plan documents governing the above noted plans, (2) to
initiate an inquiry into entitlement of benefits, (3) to dispute the
amount, timing or manner of payment, or (4) to seek other assistance in
pursuing a claim for benefits. Wachovia's contact information is:
Wachovia Bank, N.A.
Executive Benefits Group/Burlington Resources Inc.
One West Fourth Street, MC NC6251
Winston-Salem, NC 27101
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------