e425
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 was posted on the internal websites and sent via email communication to employees of
ConocoPhillips and Burlington Resources on February 23, 2006.
To: All ConocoPhillips and Burlington Resources Employees
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:
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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. |
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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. |
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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. |
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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. |
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Glenn Schaaf, currently manager of Lower 48 Drilling & Completions for
ConocoPhillips, will become manager, Operations Services — Lower 48. Glenn |
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will provide drilling, completion and procurement management services for the Lower 48
operating business units’ development and exploration activities. |
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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. |
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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. |
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Dexter Burleigh will continue as manager, Finance — Lower 48. |
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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 Canada for Burlington, 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:
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Robert Flesher, currently vice president of Operations for ConocoPhillips
Canada, will become senior vice president, Western Canadian Conventional Development &
Operations. |
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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 Canadian Conventional, Oil Sands and Northern
Development. |
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Rick Warters, currently senior vice president of Exploration for Burlington
Resources Canada, will become senior vice president, Exploration — Canada. |
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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. |
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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. |
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John Jensen, currently vice president of Business Development for
ConocoPhillips Canada, will become vice president, Business Development & Strategic
Planning — Canada. |
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Nancy Dilts will continue as vice president and general counsel for |
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ConocoPhillips Canada. |
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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. |
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Dave Newby will continue as vice president of Finance for ConocoPhillips
Canada. |
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Ron Parent, currently vice president of Human Resources for Burlington
Resources Canada, will become vice president, HR — 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.
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Ken Seaman, currently assistant controller, Management Reporting, for
ConocoPhillips, will become assistant controller, Accounting Policy and External Reporting. |
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Dave Rottino, currently director, Canada Finance, for Burlington, will become
assistant controller, Management Reporting. |
CHARTS & FUTURE ANNOUNCEMENTS
[Paragraph included in email to ConocoPhillips employees]
Organizational charts on all staffing announcements to date will soon be available on the
integration site on e-Stream. Most future staffing announcements will be made by functional
leadership to employees within that function and then made available on the integration site.
[Paragraph included in email to Burlington Resources employees]
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.
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
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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.
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