--------------------------------------------------------------------------------
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 communication was distributed to Burlington Resources Inc.'s
Canadian employees on February 24, 2006.
--------------------------------------------------------------
February 24, 2006
ALL BURLINGTON RESOURCES CANADA EMPLOYEES,
Hopefully, you have seen the organizational announcements regarding the
senior leadership in Canada that will report directly to me. I want to add
my congratulations and support to Don Hrap, Ron Parent and Rick Warters and
to thank them for accepting the offers to join ConocoPhillips upon a
successful closing and to Robert Flesher, John Jensen, David Bairrington,
Glen Bishop, Pat DeFoe, Nancy Dilts and David Newby of ConocoPhillips for
agreeing to go forward in the new organization.
I also wanted to add some context to the announcement. The Canadian
Integration Teams have made significant progress identifying the best
practices and processes to help us succeed here in Canada post-closing. We
are focusing on designing an organization structure that can effectively
manage the combined company assets and execute on our business plans in
2006 and beyond. Our challenge is to create a new team that can
cost-effectively execute growing project counts in the maturing Western
Canadian basin and at the same time deliver major longer-term projects in
the Oil Sands and in the McKenzie Delta.
With this in mind, today's announcement is the first step in defining the
new "Canadian Region." The structure is similar to the two existing
companies, with some distinctions. Recognizing the scope and importance of
major projects to our future, we have maintained and expanded the Northern
Development and Oil Sands organizational plans, under the leadership of
Glen Bishop and David Bairrington, respectively.
To be the best in the Western Canadian basin and drill as many as 2000
wells per year, we need to develop a line of sight on a significant capital
project inventory. The Exploration team, led by Rick Warters, will include
new ventures, land, resource assessment and frontier exploration, and will
focus on this task. This grass roots process will be supported by the
Business Development group, lead by John Jensen, which will pursue Western
Canadian gas and oil sands opportunities.
To optimize the implementation of our capital programs with a close eye on
cost management, we have created two senior operations portfolios. Our
Western Canada conventional asset teams and production operations will
report to Robert Flesher. The physical execution phases of our business,
including surface land, construction, drilling and completions, facility
construction and procurement will be included in an operations shared
services group, lead by Don Hrap.
I believe that gaining access to the increasingly scarce resources in North
America will require us to further develop a core competency including HSE,
sustainable development, all elements of stakeholder engagement,
governmental relations and regulatory affairs which will report to Pat
DeFoe. Ron Parent will lead Human Resources and will be responsible for
strategic HR support, administration and building services. Nancy Dilts
will lead the Legal group, security and the IT/GIS group which will have a
dotted line report relationship to Canada and David Newby will continue to
lead the Finance organization.
The remainder of the Canadian leadership will be announced as we populate
the organization structure in the next few weeks. All of the remaining
senior leaders will know their status by this time. We are committed to
taking a thoughtful approach to organizational design and to dealing fairly
with all employees and contractors. We plan to tell all staff about their
individual roles in the merged company by April 1, but will advise you if
this target begins to slip.
The senior leadership was approved by Jim Mulva and the next level of
leadership will be reviewed by Randy Limbacher and Bill Berry to insure
global equity. From there, the process will be largely contained in Canada
and will progress more rapidly. In terms of individual planning, if you
want to apply your skills in a different area in the company, now is the
time to make that known to your supervisor and HR.
Over the next few weeks, the new senior leadership team will confirm the
leadership in the next organizational levels. Those leaders in turn will be
involved in aligning people and jobs in the new organization. As we have
discussed, a primary consideration in this merger is retention. We need
your help to deliver our programs and to meet our 2006-2007 EH&S, operating
and financial targets and, thanks to your efforts, we are off to a good
start in January and February. Uncertain times like these add another level
of stress to our lives and I urge you to take care of your health and work
safely.
Please join me in congratulating the new Canadian senior leadership as they
prepare for their new roles. We are building a great division that will be
a major near-term, mid-term, and long-term force in the Canadian oil and
gas industry.
Brent Smolik
-----------------------------------------------------------------------------
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.