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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.
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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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(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 March 7,
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.
CHANGE IN CONTROL / SEVERANCE
Q: DOES THE EMPLOYEE CHANGE IN CONTROL SEVERANCE PLAN TAKE EFFECT ONLY
UPON THE MERGER, OR DOES IT ALSO COVER THOSE WHO MIGHT BE SEVERED
BEFORE THE MERGER?
A: The plan generally takes effect upon the actual change in control
which will occur on the date the merger is completed, which we expect
to occur on March 31. The plan also protects employees who are
terminated before then, if they are terminated in anticipation of the
merger. However, BR does not expect to conduct any merger-related
layoffs prior to the merger closing date.
Q: FOR HOW LONG WILL THE EMPLOYEE CHANGE IN CONTROL SEVERANCE PLAN BE IN
PLACE?
A: The Employee Change in Control Severance Plan will cover triggering
events that occur within a 24-month period following the Effective
Time of the merger, which is expected to be March 31. So the
protection period would expire on March 31, 2008.
Q: IF I AM ASKED TO WORK IN A TRANSITION ROLE, AM I REQUIRED TO DO SO TO
REMAIN ELIGIBLE FOR SEVERANCE?
A: If you are asked to continue in a transition role in the same location
and there is not a substantial reduction in the position or
responsibilities you had before the merger, then you may not be
eligible for severance until such time as the transition role is
completed and your employment is severed by ConocoPhillips. If you
voluntarily terminate your employment, unless such decision is based
on "Good Reason" as that term is defined in the Plan, you may lose
eligibility for severance benefits under the Burlington Resources Inc.
Employee Change In Control Severance Plan.
Q: IF I ACCEPT A JOB WITH CONOCOPHILLIPS AND A YEAR LATER I AM ASKED TO
TRANSFER TO A DIFFERENT POSITION OR LOCATION, WHAT ARE MY CHOICES?
A: If you accept a position with ConocoPhillips and one year later were
offered a transfer to a different position with a substantial
reduction in position or responsibilities or a transfer to a different
location greater than 35 miles, then you could either accept the
position or decline the position. If you declined the position, you
would only be eligible for severance benefits if your employment were
terminated by ConocoPhillips. A unilateral decision by you to
terminate your employment without the mutual written consent of
ConocoPhillips may result in loss of eligibility for severance
benefits under the Burlington Resources Inc. Employee Change In
Control Severance Plan, unless such decision is based on "Good Reason"
as that term is defined in the Plan.
Q: I AM AN EXPAT AND WILL BE REPATRIATED IN TO MY HOME BASE SOMETIME
DURING THE NEXT TWO YEARS. IF I AM OFFERED A COP POSITION NOW WHICH
WOULD REQUIRE ME TO RELOCATE TO MY HOME BASE CITY (BUT WITHIN 35 MILES
OF BR'S CURRENT OFFICE LOCATION IN MY HOME BASE CITY), WILL I HAVE
GOOD REASON UNDER THE EMPLOYEE CHANGE IN CONTROL SEVERANCE PLAN IF I
CHOOSE NOT TO ACCEPT THAT POSITION?
A: Unless there is other cause for Good Reason under the CIC Severance
Plan, we do not believe your repatriation will give rise to Good
Reason. Your expat position is a temporary work assignment and you are
being returned to your home base, within 35 miles of your work
location in the home base city. We do not believe that, for purposes
of the Employee CIC Severance Plan, that situation would satisfy the
35 mile relocation trigger in the "Good Reason" definition.
Q: PLEASE EXPLAIN WHY AN EMPLOYEE WHO DOES NOT WISH TO WORK FOR
CONOCOPHILLIPS WILL NOT BE ALLOWED TO VOLUNTEER FOR SEVERANCE?
A: The Employee Change in Control Severance Plan is meant to provide
protection where employment is terminated as a result of the merger,
either by the Company without cause or by the employee if changes
occur in their job that would constitute Good Reason. The plan was not
intended to provide a general benefit simply because of the change in
control. There would be no need for severance protection if
ConocoPhillips has a business need to continue your employment and the
position was substantially similar to the position you had before the
merger.
COMPENSATION PROGRAMS
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Q: WHAT HAPPENS TO MY STOCK OPTIONS AFTER THE MERGER DATE?
A: All BR stock options will convert to COP stock options at the
Effective Time of the merger. The effect of the merger on your
particular stock options depends on when the stock options were
granted, under which plan (i.e., 1993 Stock Incentive Plan, 1997 Stock
Incentive Plan or 2002 Stock Incentive Plan) the options were granted,
and your employment status with ConocoPhillips.
Vesting and conversion of stock options:
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o If your stock options were granted prior to the date of the
Merger Agreement, the options will vest at the "Effective Time"
of the merger which is expected to occur on March 31. In order
for you to calculate the effect, a sample calculation worksheet
is provided on the Employee Resource site under the Human
Resources Updates heading in the Company-Wide Information
section.
o If your stock options were granted after December 12, 2005, those
options will not automatically vest at the Effective Time. They
will vest on the normal schedule or sooner if, after the
Effective Time of the merger, your employment is involuntarily
terminated by BR or COP without Cause or by you for Good Reason.
At the Effective Time of the merger, these options will convert
entirely into options of COP. You will receive an updated
schedule showing your adjusted number of options in April.
Stock option exercise period:
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o If you are involuntarily terminated and receive a Change in
Control severance benefit the following applies.
o If your stock options were granted under the 1993 Stock
Incentive Plan and/or 2002 Stock Incentive Plan, you will
have the lesser of three years or the life of the option to
exercise your options following your date of termination.
o If your stock options were granted under the 1997 Stock
Incentive Plan , you will have the lesser of 12 months or
the life of the option to exercise your option following
your date of termination.
o If you continue your employment with ConocoPhillips the stock
options may be exercised according to the terms under which they
were granted.
Q: WHAT HAPPENS TO MY RESTRICTED STOCK AFTER THE MERGER DATE?
A: The effect of the merger on restricted stock depends on when the
restricted stock was granted and your employment status with
ConocoPhillips.
o If your restricted shares were granted prior to the date of the
Merger Agreement (December 12, 2005), these shares will vest at
the "Effective Time" of the merger which is expected to occur on
March 31. Each of these shares will receive the merger
consideration of $46.50 plus 0.7214 share of ConocoPhillips
stock. In order for you to calculate the effect, a sample
calculation worksheet is provided on the Employee Resource site
under the Human Resources Updates heading in the Company-Wide
Information section.
o If your restricted shares were granted after December 12, 2005,
those shares will not automatically vest at the Effective Time.
They will vest on the normal schedule or sooner if, after the
Effective Time of the merger, your employment is involuntarily
terminated by BR or COP without Cause or by you for Good Reason.
At the Effective Time of the merger, these shares will convert
entirely into shares of COP. You will receive an updated schedule
showing your adjusted number of restricted shares in April.
Q: WHAT HAPPENS TO MY RESTRICTED STOCK AND STOCK OPTIONS IF I VOLUNTARILY
RESIGN OR AM TERMINATED FOR CAUSE?
A: In the instance that an employee either voluntarily resigns or is
terminated for cause, the treatment of options and restricted stock
would be governed by the provisions of the respective Stock Incentive
Plan (1993, 1997, or 2002). Please consult the Plan documents you
received with your grant for details.
Q: WHAT DOES "EXCELLENT" LEVEL OF PERFORMANCE MEAN IN TERMS OF THE 2006
BR BONUS PAYMENT?
A: Payment at the "excellent" level of performance means that you will
receive 100% for the Company and Division components of your bonus and
will also receive 100% for your individual component of the bonus. For
example, if your bonus target is 9%, you will receive 4.5% for the
company/division component and 4.5% for your individual component for
a total of 9%. In most cases however, it is anticipated that the
highest of the three most recent bonuses paid will be the bonus amount
paid to employees within thirty days of close.
Q: WILL THE POST CLOSE BONUS TO BE PAID IN ACCORDANCE WITH THE INCENTIVE
COMPENSATION PLAN WILL BE BENEFIT BEARING?
A: For US employees, this bonus payment will be benefit bearing with
regard to the US Pension Plan and to the Savings Plan provided the
employee has elected a deferral under the Plan.
For Canadian employees, the bonus payment will be benefit bearing
with regard to the CHEL DB Plan.
BENEFIT PROGRAMS
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Q: DOES COP HAVE A STANDARD RELOCATION POLICY?
A: Yes. The program includes items such as expense reimbursement, travel
allowances, home purchase and sale assistance and moving expenses. An
employee who receives an offer which requires a relocation will be
provided with a copy of the policy at the time the offer is made.
Q: WILL THE BENEFITS PROVIDED TO TERMINATED EMPLOYEES FOR 18 MONTHS
FOLLOWING THEIR TERMINATION BE THE SAME BENEFITS THAT WE HAVE NOW?
A: Section 4.2(c) of the Employee Change in Control Severance Plan
states, the medical, dental, vision, pharmacy and life insurance
benefits provided to terminated employees for 18 months following
their termination will be "no less favorable" in terms of amounts,
deductibles and costs in the aggregate. ConocoPhillips intends to
provide the same benefits under the BR plan for a limited period of
time and will then convert employees over to ConocoPhillips benefits
plans which are deemed to be equivalent to those provided by BR.
Q: UNDER THE EMPLOYEE CHANGE IN CONTROL SEVERANCE PLAN, BR WILL PROVIDE
BENEFITS FOR 18 MONTHS FOLLOWING AN EMPLOYEE'S TERMINATION DATE. ARE
U.S. EMPLOYEES THEN ELIGIBLE FOR 18 MORE MONTHS OF COVERAGE UNDER
COBRA LAW?
A: No. COP's practice is that the 18 months of continued coverage that
will be provided under the Change in Control plan to eligible severed
U.S. employees satisfies the COBRA requirements under the Alternative
Coverage rules.
Q: CAN EMPLOYEES WHO ARE TERMINATED DUE TO THE CHANGE IN CONTROL MAKE
CHANGES IN THEIR BENEFIT ELECTIONS FOR THE 18 MONTHS OF EXTENDED
COVERAGE?
A: Only if a qualified family status change occurs, such as marriage,
divorce, the birth of children, etc., changes to the benefit elections
could be made. Definitions of these status changes are in the summary
plan description posted on the BR intranet on the Employee Info/Human
Resources/Corporate Benefits pages.
Q: WILL U.S. BR EMPLOYEES BE REQUIRED TO CLOSE THEIR BR U.S. SAVINGS PLAN
ACCOUNTS AFTER THE CHANGE IN CONTROL?
A: No. The change in control itself will not trigger any changes in the
BR U.S. Savings Plan. However, employees who are terminated will have
the option of leaving their balance in the plan, rolling over their
balance into another qualified IRA plan, or taking a lump-sum
distribution (which might be taxable).
Q: WILL THE AMOUNT OF MY VACATION CHANGE IF I BECOME A CONOCOPHILLIPS
EMPLOYEE?
A: Your vacation will not change. If you have 3 weeks of vacation with BR
your service for vacation purposes will be recognized and you will
have three weeks of vacation with ConocoPhillips. You can learn more
about ConocoPhillips' vacation policy at one of the upcoming town hall
or small group meetings.
RETIREMENT / PENSION
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Q: IF AN EMPLOYEE IS TERMINATED AND HE OR SHE IS ELIGIBLE TO RETIRE, CAN
HE OR SHE RECEIVE THE SEVERANCE PAYMENT, THE PENSION LUMP-SUM
DISTRIBUTION AND THE 18 MONTHS OF MEDICAL INSURANCE?
A: If an employee is terminated and is eligible for severance benefits
under the Employee Change in Control Severance Plan, the resulting
severance payment would not impact eligibility for retirement
benefits, provided that the employee meets the eligibility
requirements for the particular pension plan involved.
EMPLOYMENT
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Q: HOW WILL FUTURE BR EMPLOYMENT VERIFICATION BY HANDLED BY
CONOCOPHILLIPS?
A: After the merger closing date and the final assumption of human
resources responsibilities by ConocoPhillips, calls seeking to verify
past employment with BR should be directed to the Human Resources
Department of ConocoPhillips.
Q: ARE CONTRACT OR TEMPORARY EMPLOYEES GOING TO BE CONSIDERED FOR
REGULAR, FULL-TIME COP POSITIONS?
A: Contract and temporary employees are invited to apply for full-time
ConocoPhillips positions through the career site on ConocoPhillips
internet.
Q: WHEN I RECEIVE MY OFFER LETTER, WHO SHOULD I TALK TO ABOUT ANY
QUESTIONS I MIGHT HAVE?
A: You should work with the individual who supplied the letter and/or
your local HR Business Partner (HRBP) to address any questions or
concerns.
Q: I MISSED THE EMPLOYEE PROFILE DEADLINE. CAN I STILL SUBMIT A PROFILE?
A: The Employee Profile process has been closed. If you are contacted by
someone from ConocoPhillips who would like to know what your interests
are or would like to see a copy of your resume, you may send it
directly to them if you like.
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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
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.