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 Frequently Asked Questions that were first posted
on Burlington Resources Inc.'s intranet on December 16, 2005.
FREQUENTLY ASKED QUESTIONS -
CHANGE IN CONTROL / SEVERANCE
These questions and answers have been written to provide you with the
information requested in recent employee meetings. 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.
Q: HOW DOES BR'S EMPLOYEE CHANGE IN CONTROL SEVERANCE PLAN WORK?
A: The plan provides benefits if your employment is terminated under
certain circumstances following a change in control of the company.
The Employee Change in Control Severance Plan is posted on a separate
page in this intranet site.
Q: DOES THE BR-CONOCOPHILLIPS ANNOUNCEMENT CONSTITUTE A CHANGE IN
CONTROL?
A: A change in control would occur once the merger is completed.
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FREQUENTLY ASKED QUESTIONS - COMMUNICATIONS
These questions and answers have been written to provide you with the
information requested in recent employee meetings. 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.
Q: HOW WILL ADDITIONAL NEWS ABOUT THE ACQUISITION AND TRANSITION PROCESS
BE COMMUNICATED?
A: We plan to communicate key events through a combination of employee
memos and meetings, reinforced by continual postings to the BR
Employee Resource Site on the BR intranet. Since the integration
process for an acquisition of this scale will take some time to plan
and implement, and since the acquisition agreement was signed just
before the holiday season, we expect information to flow in over the
next several months. We therefore encourage employees to monitor this
intranet site regularly.
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FREQUENTLY ASKED QUESTIONS -
COMPENSATION / BENEFITS
These questions and answers have been written to provide you with the
information requested in recent employee meetings. 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.
Q: ARE BR EMPLOYEES STILL ELIGIBLE FOR SALARY INCREASES AND PROMOTIONS IN
2006?
A: Yes. BR will continue to operate in the ordinary course of its
business, consistent with past practices, until the closing date of
the acquisition. During the interim, employees will remain eligible
for salary increases and promotions.
Q: WILL BONUSES BE AWARDED FOR 2005?
A: Yes. We will continue with our normal PP&E process and employees will
be eligible for bonuses based on their 2005 performance.
Q: WHAT IS THE STATUS OF OUTSTANDING STOCK GRANTS AND STOCK OPTIONS?
A: All restricted stock grants and stock options awarded through 2005
will vest on the normal vesting dates, or on the closing date of the
acquisition, whichever comes first.
Q: WILL STOCK GRANTS AND/OR STOCK OPTIONS BE AWARDED DURING 2006?
A: No decision has been made on whether new grants will be awarded.
Q: WILL BR HAVE A RETENTION INCENTIVE PROGRAM?
A: It is possible that a certain number of employees who possess
expertise critical to the continued success of our business may be
offered incentives to remain with the ongoing company. No further
details are available at this time.
Q: WILL BR'S OVERALL BENEFITS PLANS CHANGE?
A: Our current benefits programs will continue in effect until the
closing date of the acquisition.
Q: HOW DO OUR BENEFITS COMPARE TO THOSE OF CONOCOPHILLIPS?
A: At this early date we do not have specific enough information
available on the ConocoPhillips plans to make comparisons.
Q: WILL THERE BE CHANGES TO LOCALIZED BENEFITS OR OTHER CONSIDERATIONS,
SUCH AS PARKING SUBSIDIES, DRESS CODES, WORKING HOURS, ETC.?
A: Since BR will continue operating on a business-as-usual basis, we
anticipate no changes to local benefits or programs until the closing
date of the acquisition. At this time we have no information available
on what, if any, changes would be made by ConocoPhillips.
Q: HOW WILL EDUCATIONAL BENEFITS BE HANDLED?
A: BR employees will remain eligible for educational benefits until the
closing date of the acquisition, or until the end of the semester of
study if the closing date occurs during that semester.
Q: WILL BR OFFICES STILL CONDUCT THEIR TRADITIONAL EVENTS, SUCH AS
HOLIDAY PARTIES, PICNICS, ETC.?
A: Yes, there will be no changes to our customary events and celebrations
up to the closing date of the acquisition.
Q: WILL THERE BE ANY CHANGE TO VACATION AND HOLIDAY SCHEDULES?
A: There will be no changes to BR's normal vacation and holiday schedules
up to the closing date of the acquisition.
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FREQUENTLY ASKED QUESTIONS -
EMPLOYMENT STATUS
These questions and answers have been written to provide you with the
information requested in recent employee meetings. 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.
Q: WILL EMPLOYEES BE LAID OFF FOLLOWING THE CLOSING DATE OF THE
ACQUISITION?
A: ConocoPhillips has already publicly stated that there will be savings
realized through reductions in employment. At this time we have no
information on numbers of employees who will be affected, or specific
locations, departments or functions that will be affected.
Q: HOW WILL THE TRANSITION PERIOD AFFECT OUR WORK?
A: Most employees will continue in their usual work, while others will be
assigned to transition teams that will begin the initial planning
process required to merge the operations of the separate companies.
Q: CAN EMPLOYEES STILL BE TRANSFERRED PRIOR TO THE CLOSING DATE OF THE
ACQUISITION?
A: Since we are committed to conducting business as usual, it is possible
that some job transfers will be needed. In these cases, we will
attempt to take into account the unusual circumstances we are in, and
as always, we will carefully consider the wishes of the employees
involved.
Q: WHAT WILL BR DO FOR ITS EX-PAT EMPLOYEES?
A: We are sensitive to the needs and concerns of our ex-pat employees,
and will address these on an individual basis.
Q: WILL WE HONOR OUR COMMITMENTS TO THOSE TO WHOM WE HAVE MADE JOB
OFFERS?
A: Yes. We will communicate our situation to all incoming employees and
allow them to decide whether they still wish to join BR.
Q: WOULD NEW EMPLOYEES BE REQUIRED TO REPAY THEIR SIGNING BONUSES IF THEY
ARE LAID OFF AS A RESULT OF THE ACQUISITION?
A: Employees laid off as a result of the acquisition would not be
required to repay their signing bonuses. However, new employees who
choose to leave the company on their own would be required to repay
their signing bonuses.
Q: WHAT ARE OUR RECRUITING GUIDELINES DURING THIS TRANSACTION?
A: Since BR will conduct business as usual until the closing date of the
acquisition, we are free to hire needed personnel. We recognize that
hiring will be challenging in many instances considering the pending
acquisition.
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FREQUENTLY ASKED QUESTIONS - INTEGRATION
These questions and answers have been written to provide you with the
information requested in recent employee meetings. 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.
Q: WHEN MAY WE EXPECT TO VISIT WITH OUR CONOCOPHILLIPS COUNTERPARTS?
A: BR and ConocoPhillips are just beginning the early stages of
integration planning, and a definitive schedule for significant events
has not yet been confirmed with ConocoPhillips. Using previous
acquisitions both inside and outside of BR as a guideline, these types
of contacts typically occur over a period of months. All
acquisition-related contact with ConocoPhillips should be conducted by
members of the integration team and under guidance and instructions
that will be provided by BR Legal.
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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, 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 Inc.
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
In connection with the proposed transaction, ConocoPhillips will
file a 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 AND THE PROXY STATEMENT WHEN THEY BECOME
AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE MERGER. Investors may
obtain a free copy of the Form S-4 and the proxy statement (when available)
and the other documents free of charge at the website maintained by the SEC
at www.sec.gov.
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 when they become
available.
Investors should read the Form S-4 and proxy statement carefully
when they become available before making any voting or investment decision.