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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
[X] Definitive Additional Materials
[ ] 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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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The following is a letter which was first sent by Burlington Resources
Inc., on March 17, 2006, to all holders in street name of 1,000 shares or
more, who have not voted on the proposal to approve and adopt the Agreement
and Plan of Merger, dated as of December 12, 2005, by and among
ConocoPhillips, Cello Acquisition Corp. and Burlington Resources Inc.
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BURLINGTON RESOURCES
IMPORTANT MESSAGE TO STOCKHOLDERS
March 15, 2006
Dear Stockholder:
Proxy Material for the Special Meeting of Stockholders of Burlington
Resources Inc. was sent to you recently. Accordingly to our records, your
proxy for this meeting, which will be held on Thursday, March 30, 2006, has
not been received.
For the reasons set forth in the proxy statement dated February 25, 2006,
your Board of Directors unanimously recommends that Burlington stockholders
vote `FOR' the proposal to approve and adopt the merger agreement.
Regardless of the number of shares you own, it is important that they are
represented and voted at the special meeting. Since the merger proposal is
non discretionary, your broker cannot vote your shares for you on this
proposal without your instructions. ACCORDINGLY, PLEASE TAKE A MOMENT NOW
TO VOTE BY ANY OF THE THREE METHODS IDENTIFIED BELOW.
WE ENCOURAGE YOU TO VOTE BY ANY ONE OF THE THREE METHODS LISTED BELOW:
1. VOTE BY TELEPHONE: CALL THE TOLL-FREE NUMBER LISTED FOR THIS
PURPOSE ON YOUR VOTING INSTRUCTION FORM. HAVE YOUR 12-DIGIT
CONTROL NUMBER LISTED ON THE FORM READY AND FOLLOW THE SIMPLE
INSTRUCTIONS.
2. VOTE BY INTERNET: GO TO THE WEBSITE WWW.PROXYVOTE.COM LISTED ON
YOUR VOTING INSTRUCTION FORM. HAVE YOUR 12-DIGIT CONTROL NUMBER
LISTED ON THE FORM READY AND FOLLOW THE SIMPLE INSTRUCTIONS.
3. VOTE BY MAIL: PLEASE TAKE A MOMENT TO VOTE, SIGN, DATE AND MAIL
THE ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE INCLUDED FOR YOUR
CONVENIENCE.
YOUR VOTE IS IMPORTANT. THE AFFIRMATIVE VOTE OF THE HOLDERS OF AT LEAST A
MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK ENTITLED TO VOTE AT THE
SPECIAL MEETING IS REQUIRED TO APPROVE THE MERGER AGREEMENT.
Thank you for your response.
Sincerely,
/s/ Bobby S. Shackouls
Bobby S. Shackouls
Chairman of the Board, President
and Chief Executive Officer
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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
an amended registration statement on Form S-4 and, on February 27, 2006,
Burlington Resources filed a definitive proxy statement with the Securities
and Exchange Commission (SEC) and began mailing the proxy statement to
stockholders on February 25, 2006. Both companies will file other relevant
documents concerning the proposed merger transaction with the 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, which was filed with
the SEC on February 27, 2006. 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.
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