Filed by ConocoPhillips
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities and Exchange Act of 1934, as amended
Subject Company: Burlington Resources Inc.
Commission File No.: 1-9971
The following is an email communication sent to ConocoPhillips and Burlington Resources employees
by Randy Limbacher, Executive Vice President and Chief Operating Officer, Burlington Resources and
John Lowe, Executive Vice President, Planning, Strategy & Corporate Affairs, ConocoPhillips, on December 21, 2005.
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To:
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Burlington Resources Employees |
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ConocoPhillips Employees |
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From:
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Randy Limbacher, Integration Leader, Burlington Resources |
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John Lowe, Integration Leader, ConocoPhillips |
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Date:
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December 21, 2005 |
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RE:
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Integration Planning Update |
We are pleased to update you on the Integration Team planning process that is under way between
Burlington Resources and ConocoPhillips. The Integration Team members, shown below, met for the
first time on Monday, Dec. 19, to kick off integration planning efforts and outline processes and
goals.
The group agreed to several key deliverables and milestones at this initial meeting including:
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Regularly scheduled meetings to discuss progress on integration planning goals |
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A commitment to conduct our activities in accordance with guiding principles that call for each team member to make a
successful integration planning effort his or her number one personal priority |
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A commitment to provide all Burlington Resources employees and ConocoPhillips employees in impacted business units their
employment status by the day of closing, and |
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The establishment of sub-teams in each of the integration planning areas that will begin work immediately to address key issues. |
In general, we expect the integration effort to focus on the Lower-48 and Canadian upstream
organizations and corporate staff functions.
The team will meet again on Jan. 5, 2006, after which time we expect to begin a regular process of
e-mail updates to ConocoPhillips and Burlington Resources employees.
The team also received a briefing from anti-trust counsel about the need for Burlington
Resources and ConocoPhillips to continue to operate as independent entities until the merger is
officially approved and closed. As a reminder, no competitively sensitive information
(information that you ordinarily would not disclose to a competitor, such as contract terms,
detailed cost information for particular services, future pricing or marketing plans, etc.) or
information which could otherwise limit the competitiveness of either company should be requested
or exchanged without the express approval of both companies counsel. The exchange of information
related to the integration will be coordinated through the Integration Team and sub-teams with the
assistance of counsel.
In closing, we wish you and your families a very safe and very happy holiday season. We hope you
join us in looking forward to the many opportunities this merger will bring.
Regards,
Randy Limbacher, Integration Leader, Burlington Resources
John Lowe, Integration Leader, ConocoPhillips
Integration Team Members
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Operations |
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Greg GoffCOP |
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Mark EllisBR |
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Finance |
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Rand BerneyCOP |
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Dane WhiteheadBR |
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Shared Services |
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Gene BatchelderCOP |
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Rick DiazBR |
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Legal |
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Steve GatesCOP |
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Rick PlaegerBR |
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Human Resources |
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Carin KnickelCOP |
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Bill UsherBR |
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Corporate Affairs |
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Sam FalconaCOP |
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Ellen DeSanctisBR |
Cautionary Statements Relevant to Forward-Looking Information for the Purpose of the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of 1195
Except for the historical and factual information contained herein, the matters set forth in
this communication, 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. You should not place undue
reliance on these forward-looking statements, which speak only as of the date of this press
release. Unless legally required, ConocoPhillips undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
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 PROXY
STATEMENT WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of charge
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.
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 Shareholders Meeting. Information about the directors
and executive officers of Burlington Resources and their ownership of Burlington Resources stock is
set forth in the proxy statement for Burlington Resources 2005 Annual Meeting of Stockholders.
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 decisions.