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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]
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[ ] 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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The following is an announcement that was first posted on Burlington
Resources Inc.'s intranet web site on February 23, 2006.
TO: ALL BURLINGTON RESOURCES EMPLOYEES
SUBJECT: CONOCOPHILLIPS-BURLINGTON LEADERSHIP ANNOUNCEMENT
DATE: FEBRUARY 23, 2006
Integration teams continue to make progress on staffing related to the
ConocoPhillips-Burlington integration. The following organizational changes
will take effect with the successful completion of the proposed
acquisition.
UPSTREAM
LOWER 48
As announced, Mark Ellis, currently senior vice president of North American
Operations for Burlington, will become president of ConocoPhillips' Lower
48 Region. The Lower 48 Region will be comprised of three business units -
Gulf Coast, Mid-Continent and San Juan. Business unit headquarters will be
located in Houston; Midland, Texas; and Farmington, N.M., respectively.
Reporting to Mark Ellis will be:
o RICHARD FRALEY, currently vice president of the San Juan Division for
Burlington, will become general manager, San Juan Business Unit, and
be responsible for operations and development activities in the San
Juan Basin.
o BARRY WINSTEAD, currently vice president of the Mid-Continent Division
for Burlington, will become general manager, Mid-Continent Business
Unit, and be responsible for operations and development activities in
the Permian, Anadarko, Fort Worth, Wind River, Williston and Uinta
basins.
o BILL PATTERSON, currently general manager of the Mid-America Business
Unit for ConocoPhillips, will become general manager, Gulf Coast
Business Unit, and be responsible for operations and development
activities in east Texas, northern Louisiana, the Texas and Louisiana
Gulf Coast regions and offshore Gulf of Mexico.
o GREG LEVEILLE, currently San Juan operations manager for
ConocoPhillips, will become general manager, Exploration & Business
Development - Lower 48, and be responsible for acquisitions and
trades, land activities and unconventional exploration activities for
the Lower 48 Region.
o GLENN SCHAAF, currently manager of Lower 48 Drilling & Completions for
ConocoPhillips, will become manager, Operations Services - Lower 48.
Glenn will provide drilling, completion and procurement management
services for the Lower 48 operating business units' development and
exploration activities.
o MARY ANN PEARCE, currently Lower 48 Commercial manager for
ConocoPhillips, will become manager, Commercial Activities - Lower 48,
and be responsible for managing gathering contracts, gas sales
nominations, gas plant utilization and system imbalances for more than
4 billion cubic feet of natural gas per day in the Lower 48.
o MIKE FRAMPTON, currently general manager of Environmental, Health &
Safety for Burlington Resources Canada, will become manager, HSE,
Sustainable Development & Stakeholder Engagement - Lower 48. Mike will
support operations and capital program execution.
o DEXTER BURLEIGH will continue as manager, Finance - Lower 48.
o DAVID WEAVER, currently Lower 48 & Latin America HR manager for
ConocoPhillips, will become manager, HR - Lower 48.
CANADA
Also previously announced, Brent Smolik, currently president of Burlington
Resources Canada, will become president of ConocoPhillips Canada. The
Canadian business will focus on three areas - Western Canadian
Conventional, Oil Sands and Northern Development. All of these Canadian
operations will remain headquartered in Calgary, Alberta.
Reporting to Brent Smolik will be:
o ROBERT FLESHER, currently vice president of Operations for
ConocoPhillips Canada, will become senior vice president, Western
Canadian Conventional Development & Operations.
o DON HRAP, currently senior vice president of Operations for
Burlington, will become senior vice president, Canadian Operations
Services, and be responsible for providing surface land, drilling and
completion, facilities construction, procurement and gas activities
services for Western Canada Conventional, Oil Sands and Northern
Development.
o RICK WARTERS, currently senior vice president of Exploration for
Burlington Resources Canada, will become senior vice president,
Exploration - Canada.
o GLEN BISHOP will continue as vice president of Northern Development
and be responsible for ConocoPhillips' role in the project management
of the Mackenzie Valley pipeline and associated Arctic field
developments.
o DAVID BAIRRINGTON, currently general manager of Gas-to-Liquids &
Integrated Pipeline Projects for ConocoPhillips, will become vice
president, Canadian Oil Sands, and be responsible for company-operated
and partner-operated oil sands projects.
o JOHN JENSEN, currently vice president of Business Development for
ConocoPhillips Canada, will become vice president, Business
Development & Strategic Planning - Canada.
o NANCY DILTS will continue as vice president and general counsel for
ConocoPhillips Canada.
o PAT DEFOE, currently manager of HSE for ConocoPhillips Canada, will
become vice president, HSE, Sustainable Development & Stakeholder
Engagement, and be responsible for supporting operations and capital
program execution.
o DAVE NEWBY will continue as vice president of Finance for
ConocoPhillips Canada.
o RON PARENT, currently vice president of Human Resources for Burlington
Resources Canada, will become vice president of Human Resources -
Canada.
CORPORATE FINANCE
As previously announced, John Carrig will remain executive vice president,
Finance, and chief financial officer, and John's direct reports remain the
same.
The following are changes in the Controllers organization, reporting to
Rand Berney, vice president and controller.
o KEN SEAMAN, currently assistant controller, Management Reporting, for
ConocoPhillips, will become assistant controller, Accounting Policy
and External Reporting.
o DAVE ROTTINO, currently director, Canada Finance, for Burlington, will
become assistant controller, Management Reporting.
ORG CHARTS & FUTURE ANNOUNCEMENTS
Organizational charts on these and subsequent staffing announcements are
expected to be available shortly on the BR Employee Resource Site. Please
remember to check the site periodically for these materials and for future
organizational announcements.
Thank you for your ongoing interest and attention.
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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.