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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. )
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BURLINGTON RESOURCES INC.
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On December 13, 2005, Burlington Resources Inc. gave a webcast presentation
at a meeting for all of its employees. The following is a transcript of
that presentation.
RANDY LIMBACHER REMARKS
ALL-EMPLOYEE WEBEX
DEC. 13, 2005
Good morning. This is Randy Limbacher, BR's EVP and COO. I trust all of you
saw last night's announcement that our Board approved a combination with
ConocoPhillips for about $92 per share.
Clearly this is a watershed day for our company and you, the employees who
made BR so successful through the years.
Hopefully you all heard the Webcast by Jim Mulva and Bobby Shackouls that
took place a couple hours ago from New York. If you didn't hear it, it is
available from the COP website and will be loaded up on our Web site later
this afternoon.
During that webcast, Bobby and Jim discussed the many merits of this
transaction to combine BR with COP.
Before I begin, I want to take a moment to assure you that I understand
what an anxious time it must be for all of you. These kinds of events,
while common in our industry, are never easy and I am not going to run from
that fact. In situations like this, it is important to realize that people
process these events in different ways - some of you might be pleased and
excited, some of you might be angry or surprised, some of you are no doubt
disappointed. The bottom line is that we all want to know how this affects
us. Today, I don't have a lot of answers to those questions, but I you have
my promise that it is the top thing on my mind as I proceed from here. As
the announcement indicated, we have an integration team in place and
"people" will be a top priority. This Webcast is just a first step in what
will be an ongoing communication program throughout the integration
process.
What I will try to do this morning is give you give you some more color on
the transaction and begin addressing some of what happens from here. As I
go through my remarks I think you will see that COP is a very solid, strong
company and why all of us should try to keep a positive outlook on the
future.
Let me start with the details of the deal.
As you all know from the press release and Bobby's message, ConocoPhillips
will pay $92 per share based on their closing price last Friday, in a
combination of cash and their stock. That's makes this deal worth about
$35.6 billion.
For each share you own, you'll receive:
o $46.50 in cash
o And 0.72 shares of ConocoPhillips stock.
The dollar value of the transaction per share will vary on a daily basis
until closing, as ConocoPhillips shares rise and fall with the market.
While this leaves some uncertainty, it also exposes BR shareholders to some
upside potential, especially in the long run, in my view.
It's significant to note that ConocoPhillips has one of the lower
share-price multiples among their peers, so you could argue that they are
undervalued right now - just as we were a few years back.
The milestones leading to closing include receiving approval from our
shareholders during the first quarter of 2006, and regulatory approvals
during the year's first half.
Which gives us a potential closing date of presumably late in the first
half of 2006/
You might ask, why ConocoPhillips?
If you've visited their website, you've already seen that they offer some
real positives.
They have NA assets that complement our NA gas position. In fact, on a
combined basis the company will be the largest NA gas producer.
They have exposure to the long-term LNG and Arctic gas businesses, areas
that were not part of our core expertise, but ones that are complementary
to our NA gas strategy.
They get to utilize our unique Basin Excellence model to optimize their NA
asset base, and, they have great international growth opportunities in
Venezuela, Russia, North Africa, and SE Asia - these are positions that
likely would not have been feasible for BR alone.
Together, the two companies will have much greater capabilities in the E&P
business, in the international sector, and in North American gas.
The new entity will have significant free cash flow.
And it will have access to leading-edge technical capabilities and
synergies.
But importantly, the combination balances the mix for each company between
NA and international assets.
Taking a closer look at the core North American positions of the two
companies, you find this concentration of properties through the key Gulf
Coast, West Texas, Rocky Mountains and Arctic axis.
Our properties fit together nicely, with good geographic concentration.
We're both in Western Canada, the Wind River, San Juan, Anadarko and
Permian basins, East Texas and Louisiana.
From BR's perspective, the combination of the two companies will provide
our shareholders as well as employees with -
o An attractive premium for the stock
o An expanded position globally
o Better longer term growth options, especially in the 10-15 year
time frame, a window that BR could not necessarily provide from
our existing assets
o Greater technological sophistication by combining our
capabilities on a larger portfolio,
o And the company will enjoy the leading natural gas position in
North America.
I've mentioned greater international and LNG exposure. This map shows the
scale of the combined portfolio, along with the variety of opportunities
available.
The gold stars represent BR's positions.
The red stars show ConocoPhillips LNG liquefaction facilities in Alaska and
Australia.
The yellow stars show their LNG regasification opportunities in more than a
half-dozen nations, including the U.S.
The two green stars show their North Slope and Mackenzie Delta assets,
which are prime candidates for connection to pending long-distance
pipelines to the U.S.
And the four purple circles show their existing pipeline gas opportunities.
Overall, there's an international scale and scope here that BR would have
had difficulty assembling given the competitive nature of that arena.
Here's another look at the scale of the combined company, this time in
North American natural gas reserves and production.
In reserves, we ranked 6th, and they were 5th. Together we're now first.
In production, we were 10th, and they were 6th. Together we're first again.
We're going to be a dominant competitor in North American natural gas.
Here's a look at the combined assets on a percentage basis.
The three pie charts at top show capital employed by business segment.
o The first one shows BR alone, 100% in the E&P sector.
o ConocoPhillips has 61% of their assets in E&P, 31% in refining
and marketing, and the rest in midstream, chemicals and other, as
you can see.
o Together, 74% of total assets will be in E&P, so they are
strengthening the E&P sector.
The next row show the gas vs. liquids production mix.
o BR alone is 68% gas.
o ConocoPhillips is close to a mirror image, with 65% liquids.
o Together, we're more balanced, with a 57-43% liquids to gas
split.
In the last row, you see a similar picture in the gas-liquids reserves
split.
o BR is 69% gas.
o ConocoPhillips is 65% liquids.
o Together, we're more balanced at 59% liquids and 41% gas.
Now we'll look at some of the synergies of the deal.
That's a word that's tossed around pretty routinely in mergers, and
sometimes the synergies really are there, and sometimes they're not.
We believe the new company does offer some real synergies.
First, the cultures of the two companies are similar in terms of -
o Cost management
o Project execution
o Technological excellence
o And operational best practices
Second, the deal will enhance the core San Juan Basin position of the two
companies.
Finally, there are talented and skilled employees on both sides, and we
expect that the excellence of our people will prove very attractive to
ConocoPhillips.
To illustrate the point, this is a closer look at the San Juan Basin, where
we expect to see significant synergies.
Together, the two companies will have 50% more reserves than we had alone.
Production will be 75% higher.
And total acreage will nearly double.
Look at the map at right, and you'll see how well the acreage of the two
companies fits together.
Those of us who've worked in the San Juan Division have long recognized
ConocoPhillips as a tough competitor, with good operating practices and a
good environmental record.
Now I'll move on to the integration plan.
Bobby and one of our board members - Bill Wade - will join the
ConocoPhillips board.
I'll be moving to ConocoPhillips as EVP of North and South America
exploration and production, and one of my specific charges will be
identifying and retaining key organizational talent. I will give some
additional color on my thoughts about that when I go out on the
face-to-face tours later today.
Which means convincing BR personnel to join ConocoPhillips.
An integration team has been put together, comprised of those you see
listed here.
We're just now beginning the big job of analyzing all the integration
issues that must be addressed during the months ahead.
This is the integration timeline as we can best estimate it at this early
date. I'll add that this has not been vetted entirely with COP at this
time. These are my going-in goals.
By the 16th we plan to launch an intranet site that will serve as a central
clearing house for information on the progress of our integration efforts.
In early January we'll begin initial meetings of the integration team.
Next up in January will come the establishment of integration sub-teams,
with goals and deadlines set.
By mid-February we intend to complete the upstream asset review and
identify a preliminary organizational structure for the combined companies.
By the end of February we intend to fill management positions in the new
structure.
In March we'll develop the Day 1 transition plan - what begins happening
from the moment that the transition closes.
The next three months will see the implementation of the transition plan.
And sometime during the second quarter, we expect the deal to close.
That's all the slides I have today.
Now, I'd like to address some of the issues that are closer to home.
As I mentioned, a lot of us have been in this position before - of having
been acquired.
Some of the most important questions of all are those that are closest to
home.
Will I have a job? If so, where? And in what position?
What sort of severance and other benefits will be available if I need them?
We understand that these are precisely the kinds of questions that we're
going to have to address.
It's going to be some time before the answers about the new organization
and its employment opportunities become apparent.
From my early conversations with ConocoPhillips, I've learned that just
like the rest of the industry, they're always looking for good people.
It's a great time to be in the E&P business, and those of us who've been
through these sorts of transitions before have learned that things
generally do work out, one way or the other.
On the benefits side, we do expect to have some information and answers
available in the relative near term. I can assure you that a number of our
staff groups will be devoting some serious time to developing this
information.
Meanwhile, we have a really big company to keep pointed in the right
direction. Between now and the closing we're going to drill a lot of wells,
generate a lot of cash flow and pay out a lot of money to both shareholders
and employees.
Our collective responsibility to shareholders and to ourselves is to keep
generating value every day.
I believe that we'll all find that if we maintain our focus on the job -
just like we've done in the past - that the time will pass faster and more
productively.
I can promise you that as soon as we have more information, we'll
communicate it to you.
We do not have the capability for Q&A on this Webcast, so that is why I
will be heading out with teams of execs today to meet with all of you ion
face-to-face settings.
Immediately after this webcast, those employees here in Houston are invited
to meet in the Cullen Theatre of the Wortham Center where we'll have a
question-and-answer session.
Later today, I'll be in Midland for a Q&A session there. Another team of
execs will be in Fort Worth for a session this afternoon.
Tomorrow I will host a conference call with our London office and host
sessions in Farmington and Calgary.
Please contact your local HR person to get additional details on these
meetings.
Thank you, and I'll be talking to you again in the days ahead.
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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, 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 Inc.
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
In connection with the proposed transaction, 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 THE PROXY STATEMENT WHEN THEY BECOME
AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE MERGER. Investors may
obtain a free copy of the Form S-4 and the proxy statement (when available)
and the other 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 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 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 decision.