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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 Questions and Answers that were first posted on
Burlington Resources Inc.'s intranet web site on February 9, 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
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Q: WHAT IS THE MAXIMUM SEVERANCE PAYMENT UNDER THE EMPLOYEE CHANGE IN
CONTROL SEVERANCE PLAN?
A: The maximum severance payment is equivalent to two years of base
salary and bonus.
Q: IS THE BONUS REFERRED TO IN THE EMPLOYEE CHANGE IN CONTROL SEVERANCE
PLAN THE SAME ONE REFERRED TO IN THE INCENTIVE COMPENSATION PLAN?
A: Yes.
Q: IF I RECEIVE A 2006 BONUS 30 DAYS AFTER THE MERGER CLOSING DATE, WILL
THE PRO-RATA BONUS REFERRED TO IN THE CALCULATION OF THE SEVERANCE
BENEFIT IN SECTION 4.2 OF THE EMPLOYEE CHANGE IN CONTROL SEVERANCE
PLAN BE ZERO?
A: The answer depends on when your termination occurs. If your employment
terminates during 2006, then you would be entitled to the greater of
the pro-rata bonus referred to in the Severance Plan or the change in
control bonus referred to in the Incentive Compensation Plan.
Generally speaking, the bonus referred to in the Incentive
Compensation Plan would be greater. However, if your employment
terminates after Dec. 31, 2006, you would be entitled to a pro-rata
bonus under the Employee Change in Control Severance Plan.
Q: DOES THE BONUS CALCULATION IN THE EMPLOYEE CHANGE IN CONTROL SEVERANCE
PLAN INCORPORATE A PERCENTAGE OF YOUR SALARY OR A MONETARY AMOUNT?
A: The Bonus Amount referred to in the Plan is the higher of (1) your
bonus opportunity at your current annual base salary or (2) the
highest actual bonus payment (in terms of the dollar amount you
received) under the Incentive Compensation Plan during the three years
prior to termination.
Q: CAN EMPLOYEES WHO RECEIVE SEVERANCE PAYMENTS DEFER THIS INCOME TO
FUTURE YEARS?
A: No. Severance payments are reported as income during the year in which
they are received and cannot be deferred.
Q: IF YOU REMAIN EMPLOYED BEYOND THE MERGER CLOSING DATE, DOES THAT TIME
ADD TO YEARS OF SERVICE FOR THE SEVERANCE PAYMENT?
A: No. The years of service used in calculating the severance payment
will be frozen as of the closing date.
Q: HOW WILL U.K. SEVERANCE BE CALCULATED?
A: Severance Calculation Worksheets have been posted to the Employee
Resource site. The worksheet designated International Employees
provides U.K. severance calculations.
Q: IS THE VALUE OF ANNUAL PHANTOM STOCK AWARDS INCLUDED IN THE SEVERANCE
CALCULATION?
A: No. Phantom stock is not considered part of base salary or bonus.
Q: FOR NON-EXEMPT EMPLOYEES CALCULATING BASE PAY TO DETERMINE SEVERANCE
BENEFITS, IS THE OVERTIME BASED ON YEAR-END 2005 OR ON THE PREVIOUS 12
MONTHS PRIOR TO THE MERGER CLOSING DATE?
A: The calculation will be computed using the 12 months prior to the
merger date. So, if the close occurs on March 31, 2006, overtime paid
from April 1, 2005 through March 31, 2006 would be included. These
wages will then be added to the base salary for severance calculation
purposes.
Q: CAN PART OF THE SEVERANCE PAYMENT BE APPLIED TO THE BR SAVINGS PLAN
FOR U.S. EMPLOYEES? AND IF SO, WILL THIS BE MATCHED BY BR?
A: No. Severance payments are not eligible for deposit into the BR
Savings Plan or for company matching.
COMPENSATION
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Q: WHAT ARE THE U.S. LONG-TERM CAPITAL GAINS TAX IMPLICATIONS OF THE
EARLY VESTING OF BR STOCK OPTIONS AND GRANTS, EXERCISING THESE
OPTIONS, AND CONVERTING SHARES INTO CONOCOPHILLIPS STOCK?
A: We regret that BR is unable to provide tax advice to individuals
regarding their specific situations. We recommend that you consult
your personal tax specialist to determine what your tax liabilities
may be.
Q: ARE EMPLOYEES ALLOWED TO EXERCISE THEIR STOCK OPTIONS PRIOR TO THE
CHANGE IN CONTROL?
A: Employees are free to exercise their vested options at any time,
unless a trading blackout period is in effect, such as before the
issuance of a company earnings announcement.
Q: WILL THE VESTING OF BR'S STOCK OPTIONS AND RESTRICTED SHARES RESULT IN
TAXABLE INCOME?
A: The vesting of stock options does not generate taxable income.
However, income would result from the exercise of stock options at a
profit and from the vesting of restricted shares. Questions concerning
individual income tax implications of the change in control should be
addressed to professional tax advisors.
Q: WILL ALL PHANTOM STOCK VEST UPON THE CHANGE IN CONTROL?
A: All phantom stock granted under the 1998 Employee Phantom Stock Plan
prior to Dec. 12, 2005 will vest upon the merger closing date. For
each share of BR phantom stock held, the employee would receive a cash
payment equal to the Fair Market Value of a share of BR stock on the
merger closing date. Any phantom stock granted after Dec. 12, 2005
will continue with its normal vesting schedule unless your employment
terminates under circumstances that entitle you to a severance benefit
under the Employee Change in Control Severance Plan, in which case the
phantom stock would vest upon your termination of employment.
BENEFIT PROGRAMS
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Q: DOES THE MERGER AGREEMENT REQUIRE CONOCOPHILLIPS TO CONTINUE BR'S
COMPENSATION AND BENEFIT PROGRAMS FOR ONGOING EMPLOYEES?
A: The merger agreement provides, in Section 6.8(b), that for at least 18
months following the merger, ConocoPhillips will provide BR employees
who remain employed with compensation (it being understood that
discretionary incentive and equity-based awards will remain
discretionary) and employee benefits (i) pursuant to the BR
compensation and employee benefit plans, programs, policies and
arrangements that were in place immediately prior to the merger or
(ii) pursuant to compensation and employee benefit plans, programs,
policies and arrangements providing coverage and benefits, which, in
the aggregate, are no less favorable than those provided pursuant to
BR's plans, programs, policies and arrangements immediately prior to
the merger.
Q: UPON THE CLOSING DATE, CAN I CHANGE THE PERCENTAGE OF MY SALARY BEING
WITHHELD AND CONTRIBUTED TO THE U.S. BR SAVINGS PLAN?
A: Yes. Employees may change their U.S. BR Savings Plan contribution
rates at any time, up to the limits defined in the plan. This
eligibility is not affected by the change in control.
Q: WHAT WILL HAPPEN TO THE BR STOCK HELD IN THE U.S. BR SAVINGS PLAN?
WILL IT CONVERT TO CASH AND CONOCOPHILLIPS STOCK?
A: Yes. Each BR share held in the Retirement Savings Plan will convert to
a combination of $46.50 in cash and 0.7214 shares of ConocoPhillips
stock, and the plan will reinvest the cash into ConocoPhillips stock.
The BR Savings Plan carries shares on a unitized basis. Thus, the
proportion of your U.S. BR Saving Plan balance that is held in stock
will remain unchanged. Of course, employees may change their
investment allocations at any time before or after the change in
control.
Q: WHERE MAY I FIND INFORMATION ABOUT COBRA AND THE CONTINUATION OF
BENEFITS?
A: For further information on COBRA law provisions governing the extended
coverage in the U.S., including frequently asked questions, see this
U.S. Department of Labor Web site:
http://www.dol.gov/ebsa/faqs/faq_consumer_cobra.html
Q: WHAT WILL HAPPEN TO AN EMPLOYEE'S VACATION POST CLOSE THROUGH THE END
OF 2006?
A: The BR Vacation Policy that currently governs your vacation will
remain in effect through the end of 2006.
Q: IF YOU ARE A TRANSITION EMPLOYEE, WHEN WOULD YOUR 18 MONTHS OF
EXTENDED BENEFITS COVERAGE BEGIN?
A: Your extended coverage would be triggered by the termination of your
employment at the end of your transition period. Until that time and
throughout your service on a transitional status, you would continue
to be eligible for BR's usual benefits during 2006, and for
ConocoPhillips' usual benefits afterward.
Q: WHAT HAPPENS TO FUNDS ALLOCATED DURING 2006 TO U.S. FLEXIBLE SPENDING
ACCOUNTS IN THE EVENT THAT AN EMPLOYEE IS SEVERED?
A: If an employee contributes to BR's U.S. Flexible Spending Accounts for
HealthCare and/or Dependent Daycare during 2006, these contributions
will continue until the date employment ends. At that time
contributions will cease and unused balances will be forfeited, unless
the participant decides to continue contributions on an after-tax
basis for the remainder of 2006, which will keep their FSA program
active.
EMPLOYMENT
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Q: HOW QUICKLY WILL EX-PAT EMPLOYEES RECEIVE A JOB OFFER OR SEVERANCE?
A: BR will communicate directly with all ex-pat employees as soon as each
individual's job status has been determined. We anticipate that all
employees will know their job status by April 1.
Q: WILL NON-EXEMPT EMPLOYEES BE CONSIDERED FOR EMPLOYMENT BY
CONOCOPHILLIPS?
A: The staffing process will be the same for non-exempt employees as for
exempt employees. As the integration process proceeds, the staffing
needs of each department will be thoroughly analyzed with decisions on
individual positions determined by organizational needs. We anticipate
that all employees will know their job status by April 1.
Q: HOW WILL THE REMAINING UNPAID PORTIONS OF SIGN-ON BONUSES BE HANDLED?
A: Employees who are owed portions of their sign-on bonuses will continue
receiving these payments as regularly scheduled if they continue with
the new organization. If they are severed in accordance with the
Employee Change in Control Severance Plan, they will receive the
balance of their sign-on bonus in their final paycheck. Employees who
leave voluntarily without Good Reason, as defined in the Employee
Change in Control Severance Plan, will not receive the balance of
their sign-on bonus payments.
Q: HOW WILL THE EQUIVALENCY LEVELS OF BR AND CONOCOPHILLIPS JOBS BE
DETERMINED?
A: The Human Resources staffs of both companies are conducting
broad-scale data mapping of jobs by examining job titles,
responsibilities, salaries and bonus levels. Employees who are
extended job offers by ConocoPhillips will be provided with
information about the specific responsibilities of the positions they
are being offered.
Q: HOW WILL THE CHANGE IN CONTROL IMPACT THE STATUS OF EMPLOYEES WHO ARE
ON DISABILITY LEAVE?
A: Every employee's job status will be determined during the integration
process with the goal of communicating that status by April 1 -
including employees who are on disability leave. The change in control
will not alter the benefits and other provisions to which these
employees are entitled, and their individual situation will be
discussed with them when the details have been determined.
INTEGRATION
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Q: WHAT ARE THE ETHNIC BREAKDOWNS OF THE CURRENT CONOCOPHILLIPS EMPLOYEES
IN BARTLESVILLE?
A: Below is the population breakdown of Bartlesville from a community
standpoint. This information also is available on the Bartlesville Web
site under Quality of Life at www.bartlesville.com. Additionally, many
employees choose to live in surrounding areas, including the city of
Tulsa.
Description 1990 Census 2000 Census
Total Population
Bartlesville 34,256 34,748
% White 88.58 82.1
% Black 3.33 3.2
% Asian 1.1 1.0
% Hispanic 1.8 3.0
% Other 8.09 10.7
Total Households 14,013 14,565
Avg. Household Size 2.41 2.35
Q: WHAT EMPLOYEE AMENITIES DOES CONOCOPHILLIPS OFFER? I.E., EXERCISE
FACILITY, CAFETERIA OR FOOD SERVICE, DAY CARE?
A: Amenities vary across the ConocoPhillips locations, but employees in
Houston and Bartlesville have access to wellness-fitness facilities,
full-service cafeterias, sundry shops, credit unions, parking and
leisure travel services. ConocoPhillips Center in Houston is currently
undergoing renovation which includes construction of a multi-story
parking garage and new fitness center.
Q: DOES CONOCOPHILLIPS HAVE THE SAME TYPE OF MOTTO AS FAR AS "WORK/LIFE
BALANCE" THAT BURLINGTON HAS INCORPORATED?
A: Work/life balance means different things to different people. Some
employees prefer more time to spend with their families, while others
thrive on time-intensive assignments and/or travel. ConocoPhillips has
jobs to suit a variety of lifestyles and encourages employees and
their supervisors to discuss on an individual basis how to best align
employee and company expectations.
Q: WHAT IS CONOCOPHILLIPS' PHILOSOPHY?
A: ConocoPhillips is committed to setting the standard of excellence in
everything we do. ConocoPhillips' "Purpose and Values" are essential
building blocks in the continued success of the company. Together,
these ideas represent "The SPIRIT of Performance" and are an integral
part of ConocoPhillips' search for greatness. For more, see: Purpose
and Values in the About ConocoPhillips section of
www.conocophillips.com.
Q: ARE THERE CONOCOPHILLIPS EMPLOYEES WORKING IN LOCATIONS IN HOUSTON
OTHER THAN THE WEST HOUSTON COMPLEX THAT IS BEING RENOVATED AND
ENLARGED?
A: ConocoPhillips leases offices at the nearby Threadneedle and Westlake
complexes in Houston.
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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
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.