United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 2002
BURLINGTON RESOURCES INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9971 91-1413284
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(State or other Jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
5051 Westheimer, Houston, Texas 77056-2124
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(Address of principal executive offices) (Zip Code)
713-624-9500
Registrant's telephone number, including area code
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) The following exhibits are filed as a part of this report:
Exhibit No. Description
99.1 Statement Under Oath of Principal Executive Officer Regarding
Facts and Circumstances Relating to Exchange Act Filings.
99.2 Statement Under Oath of Principal Financial Officer Regarding
Facts and Circumstances Relating to Exchange Act Filings.
Item 9. Regulation FD Disclosure.
On August 12, 2002, Bobby S. Shackouls, Chairman of the Board, President and
Chief Executive Officer of Burlington Resources Inc. (the "Corporation"), and
Steven J. Shapiro, Senior Vice President and Chief Financial Officer of the
Corporation, each filed with the Securities and Exchange Commission (the "SEC")
a statement under oath regarding facts and circumstances relating to the
Securities Exchange Act filings of the Corporation, as required by the SEC's
Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of
the Securities Exchange Act of 1934 (File No. 4-460, June 27, 2002).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BURLINGTON RESOURCES INC.
Date: August 12, 2002 By: /s/ Frederick J. Plaegger, II
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Name: Frederick J. Plaegger, II
Title: Vice President and
General Counsel
EXHIBIT INDEX
Exhibit No. Description
99.1 Statement Under Oath of Principal Executive Officer Regarding
Facts and Circumstances Relating to Exchange Act Filings.
99.2 Statement Under Oath of Principal Financial Officer Regarding
Facts and Circumstances Relating to Exchange Act Filings.
Exhibit 99.1
Statement Under Oath of Principal Executive Officer and Principal
Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings
I, Bobby S. Shackouls, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
Burlington Resources Inc., and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material fact as
of the end of the period covered by such report (or in the case of a
report on form 8-K or definitive proxy materials, as of the date on
which it was filed); and
o no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the period
covered by such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
o the Annual Report on Form 10-K for the year ended December 31, 2001,
of Burlington Resources Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of Burlington Resources Inc. filed with the Commission
subse-
quent to the filing of the Form 10-K identified above; and
o any amendments to any of the foregoing.
/s/ Bobby S. Shackouls Subscribed and sworn to before me
------------------------------- this 9th day of August, 2002
Bobby S. Shackouls
August 9, 2002 /s/ Diane M. Perez
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Notary Public
My Commission Expires: 6-16-03
Exhibit 99.2
Statement Under Oath of Principal Executive Officer and Principal
Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings
I, Steven J. Shapiro, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
Burlington Resources Inc., and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material fact as
of the end of the period covered by such report (or in the case of a
report on form 8-K or definitive proxy materials, as of the date on
which it was filed); and
o no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the period
covered by such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
o the Annual Report on Form 10-K for the year ended December 31, 2001,
of Burlington Resources Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of Burlington Resources Inc. filed with the Commission
subse-
quent to the filing of the Form 10-K identified above; and
o any amendments to any of the foregoing.
/s/ Steven J. Shapiro Subscribed and sworn to before me
------------------------------ this 9th day of August, 2002
Steven J. Shapiro
August 9, 2002 /s/ Diane M. Perez
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Notary Public
My Commission Expires: 6-16-03