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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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(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 17, 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.
INTEGRATION
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Q: IN THE EVENT THAT YOUR CURRENT JOB IS RELOCATED TO BARTLESVILLE, WILL
BR EMPLOYEES BE ELIGIBLE TO APPLY FOR JOB OPPORTUNITIES IN THE
CONOCOPHILLIPS WEST HOUSTON OFFICES IF QUALIFIED? IF SO, WILL JOB
POSTINGS BE MADE AVAILABLE TO BURLINGTON EMPLOYEES SO THAT THEY CAN
SELECT A POSITION TO INTERVIEW FOR BEFORE SEVERANCE DECISIONS ARE
MADE?
A: ConocoPhillips provided the following response:
"We must balance the need for getting business results with
developing our employees. However, where possible, we intend on
providing both BR and ConocoPhillips employees development
opportunities. BR employees will be considered on a case-by-case basis
for vacant jobs, based upon their past work history and skills. Job
postings will not be made available to BR employees prior to merger
closing; however, where vacancies exist and if it is likely a BR
employee would have the right skills and qualifications,
ConocoPhillips HR will consult with BR HR to make sure all employees
are properly being considered. ConocoPhillips, just like BR, will
continue to operate as a separate entity until the merger closing
date. As such, ConocoPhillips may have to staff selective positions in
advance of closing to meet business objectives."
Q: ON THE CONOCOPHILLIPS WEBSITE A DOCUMENT TITLED "SUSTAINABLE
DEVELOPMENT REPORT" IS AVAILABLE. IN THIS DOCUMENT ON PAGE 17, IN A
SECTION TITLED "EMPLOYEE DEVELOPMENT THROUGH TALENT MANAGEMENT" IT IS
INDICATED THAT CAREER GUIDES ARE AVAILABLE THAT DISCUSS CRITICAL SKILL
SETS AND CAREER DEVELOPMENT NEEDS FOR PETROTECHNICAL STAFF. WOULD IT
BE POSSIBLE TO OBTAIN COPIES OF THESE DOCUMENTS TO BETTER UNDERSTAND
THE CONOCOPHILLIPS CULTURE? ADDITIONALLY, A GUIDE WHICH WOULD ALLOW
OUR TITLE STRUCTURE/RESPONSIBILITIES TO BE ALIGNED WITH
CONOCOPHILLIPS' TITLE/RESPONSIBILITIES STRUCTURE WOULD BE APPRECIATED.
A: ConocoPhillips provided the following response:
"Many of the ConocoPhillips Talent Management Teams (TMT) are
already working with BR management to help them understand how we
share the management of talent with our business units through these
teams. On Feb. 15, Upstream hosted a TMT meeting for managers, and
several BR managers were present. Additionally, some of the functional
areas, such as Finance, are also trying to engage BR managers and
employees where appropriate. Upon merger close, all ongoing employees
will be invited to attend orientation sessions which will provide
insight into how ConocoPhillips operates, including how we manage
talent.
Employee communication sessions will be held beginning mid-March
to help BR employees understand the ConocoPhillips compensation and
benefits, as well as other issues."
Q: WHAT DOES THE CURRENT ORGANIZATIONAL STRUCTURE LOOK LIKE AT
CONOCOPHILLIPS?
A: ConocoPhillips provided the following response:
"For the ConocoPhillips Management Committee see: About
ConocoPhillips at www.conocophillips.com. Because our organizational
charts are not in hard copy form and are generated in real time based
upon our global employee database, we are not able to provide you
organizational charts. However, for a better understanding, please go
to the ConocoPhillips Internet site, where you can see how the
ConocoPhillips management committee is organized today. Randy
Limbacher will be a new member of this team as previously announced.
ConocoPhillips has three key business areas: Upstream, Downstream and
Commercial. Additionally, we have multiple Corporate Staff groups
which support the businesses. These include Finance; HR; Health Safety
and Environment; Legal; Planning, Strategy & Corporate Affairs; and
Global Systems and Services. Global Systems and Services includes
information systems, procurement, facilities management, aviation and
financial services."
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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.