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)
DELAWARE 001-32395 01-0562944
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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:
[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ConocoPhillips, a Delaware corporation, has entered into an Agreement and
Plan of Merger, dated as of December 12, 2005 (the "Merger Agreement"), by and
among ConocoPhillips, Cello Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of ConocoPhillips ("Merger Sub"), and Burlington
Resources Inc., a Delaware corporation ("Burlington Resources"), pursuant to
which Burlington Resources will merge with and into Merger Sub, with Merger Sub
as the surviving corporation (the "Merger"). Burlington Resources' Board of
Directors and ConocoPhillips' Board of Directors have approved the Merger and
the Merger Agreement.
Pursuant to the terms of the Merger Agreement, each share of common stock,
par value $0.01, of Burlington Resources ("Burlington Resources Common Stock")
(other than shares owned by ConocoPhillips, Merger Sub or Burlington Resources)
will be converted into the right to receive (1) 0.7214 of a share of common
stock, par value $0.01, of ConocoPhillips ("ConocoPhillips Common Stock") and
(2) $46.50 in cash. At the Effective Time, each outstanding option to purchase
Burlington Resources Common Stock will be converted into a fully vested
replacement option to purchase ConocoPhillips Common Stock.
Consummation of the Merger is subject to customary conditions, including
(i) approval of the holders of Burlington Resources Common Stock, (ii) absence
of any law or order prohibiting the consummation of the Merger, and (iii)
expiration or termination of the Hart-Scott-Rodino waiting period and certain
other regulatory approvals. In addition, each party's obligation to consummate
the Merger is subject to certain other conditions, including (i) subject to
certain exceptions, the accuracy of the representations and warranties of the
other party, (ii) compliance of the other party with its covenants, and (iii)
the delivery of customary opinions from counsel to Burlington Resources and
counsel to ConocoPhillips that the Merger will qualify as a reorganization under
Section 368(a) of the Code. The Merger does not require the approval of
ConocoPhillips stockholders. The Merger Agreement contains termination rights
for each of ConocoPhillips and Burlington Resources, and it provides for
Burlington Resources to pay to ConocoPhillips a termination fee of $1.0 billion
under certain circumstances, as described in the Merger Agreement.
The Merger Agreement is filed pursuant to Item 9.01. The foregoing
description of the Merger and the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
which is filed as Exhibit 2.1 hereto and is 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 andregulatory 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 is set forth in Burlington Resource's 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 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
2.1 -- Agreement and Plan of Merger, dated as of December 12, 2005,
by and among ConocoPhillips, Cello Acquisition Corp. and
Burlington Resources Inc.
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.
CONOCOPHILLIPS
/s/ Stephen F. Gates
----------------------------------
December 14, 2005 STEPHEN F. GATES
Senior Vice President
and General Counsel
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of December 12, 2005,
by and among ConocoPhillips, Cello Acquisition Corp. and
Burlington Resources Inc.