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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 2005
ConocoPhillips
(Exact name of registrant as specified in its charter)
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| Delaware
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001-32395
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01-0562944 |
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(Commission
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(I.R.S. Employer |
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File Number)
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Identification No.) |
600 North Dairy Ashford
Houston, Texas 77079
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (281) 293-1000
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 8.01. Other Events
On December 12, 2005, ConocoPhillips and Burlington Resources Inc. (“Burlington Resources”)
announced that they entered into an agreement for ConocoPhillips to acquire Burlington Resources. A
copy of the joint press release of ConocoPhillips and Burlington Resources is filed as Exhibit 99.1
hereto and is incorporated herein by reference. On December 13, 2005, ConocoPhillips and
Burlington Resources made an analyst presentation concerning the proposed acquisition. A copy of
the analyst presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference.
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. 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.
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.
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
will be 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.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 — Joint Press Release, dated December 12, 2005
99.2 — Joint Analyst Presentation, dated December 13, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CONOCOPHILLIPS |
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/s/ Stephen F. Gates
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December 13, 2005
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Stephen F. Gates |
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Senior Vice President
and General Counsel |
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EXHIBIT INDEX
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| Exhibit No. |
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Description |
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99.1 |
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Joint Press Release, dated December 12, 2005 |
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99.2 |
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Joint Analyst Presentation, dated December 13, 2005 |