As filed with the Securities and Exchange Commission on April 29, 2002
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Exact Name of Registrant State or Other Jurisdiction of IRS Employer
as Specified in its Charter Incorporation or Organization Identification Number
Burlington Resources Inc. Delaware 91-1413284
Burlington Resources Capital I Delaware 76-0572336
Burlington Resources Capital II Delaware 76-0572333
Burlington Resources Finance Company Nova Scotia Not Applicable
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5051 Westheimer, Suite 1400
Houston, Texas 77056
(713) 624-9500
(Address, including zip code, and telephone number, including area
code, of registrants' principal executive offices)
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Frederick J. Plaeger, II, Esquire
Vice President and General Counsel
Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, Texas 77056
(713) 624-9500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
John Schuster, Esquire John W. White, Esquire
Cahill Gordon & Reindel Cravath, Swaine & Moore
80 Pine Street 825 Eighth Avenue
New York, New York 10005 New York, New York 10019
(212) 701-3000 (212) 474-1000
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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Amount of
Title of Each Class Amount to Be Maximum Offering Aggregate Offering Registration
of Securities to Be Registered Registered(1)(2) Price Per Unit(3) Price(2)(3)(4) Fee(7)
---------------- ----------------- -------------- ------
Debt Securities of Burlington Resources Inc....
Common Stock of Burlington Resources Inc.(1)...
Preferred Stock of Burlington Resources Inc....
Series A Preferred Stock Purchase Rights of
Burlington Resources Inc. (currently traded
with Common Stock)(1).....................
Trust Preferred Securities.....................
Trust Preferred Securities Guarantees(5).......
Debt Securities of Burlington Resources Finance
Company...................................
Guarantees of Burlington Resources Inc.(6).....
---------------- ----------------- ----------------- -------------
Total..................................... $ 1,500,000,000 100% $ 1,500,000,000 $ 38,750
---------------- ----------------- ----------------- -------------
(1) Certain series of securities are convertible into common stock. Burlington
Resources Inc. is registering an indeterminate number of shares of common
stock for that purpose. We are also registering rights to purchase Series A
Junior Participating Preferred Stock which trade with the common stock, but
we will not receive any additional consideration for them.
(2) In U.S. dollars or the equivalent in foreign currencies, currency units or
composite currencies. If we issue any debt securities at an original issue
discount, the amount registered will be whatever greater amount that
results in aggregate net proceeds of $1,500,000,000 for the registrants.
(3) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee.
(4) Exclusive of accrued interest or dividends, if any.
(5) We will not receive separate consideration for the trust preferred
securities guarantees. The guarantees include the rights of holders of
trust preferred securities under the guarantees and certain back-up
undertakings, comprised of obligations of Burlington Resources Inc. under
the subordinated indenture and related supplemental indentures and under
the declaration of trust of each of Burlington Resources Capital I and
Burlington Resources Capital II, each as described in the registration
statement.
(6) The Debt Securities to be issued by Burlington Resources Finance Company
will be irrevocably and unconditionally guaranteed on an unsecured senior
basis by Burlington Resources Inc. No separate consideration will be
received for the guarantees of Burlington Resources Inc. and, therefore, no
additional registration fee is payable in respect of the registration of
such guarantees.
(7) In accordance with Rule 457(p), the fee calculation excludes fees of
$99,250 which are a portion of the fees previously paid in connection with
$1,500,000,000 of securities of the registrants under Registration
Statement No. 333-61600, of which $397,000,000 of securities remain unsold.
Such Registration Statement was declared effective on June 29, 2001.
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The Registrants hereby amend this registration statement on the date or dates as
may be necessary to delay its effective date until the Registrants shall file a
further amendment which specifically states that this registration statement
shall become effective in accordance with Section 8(a) of the Securities Act of
1933, as amended, or until this registration statement shall become effective on
such date the Commission, acting pursuant to said Section 8(a), may determine.
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The information in this Prospectus is not complete and may be changed. This
Prospectus is not an offer to sell these securities and is not soliciting an
offer to buy these securities in any jurisdiction where the offer or sale is not
permitted.
Subject to Completion, dated April 29, 2002
PROSPECTUS
$1,500,000,000
BURLINGTON RESOURCES INC.
Debt Securities
Common Stock
Preferred Stock
BURLINGTON RESOURCES CAPITAL I
BURLINGTON RESOURCES CAPITAL II
Trust Preferred Securities Fully and Unconditionally
Guaranteed by Burlington Resources Inc.
BURLINGTON RESOURCES FINANCE COMPANY
Debt Securities Fully and Unconditionally
Guaranteed by Burlington Resources Inc.
Burlington Resources Inc. may offer, from time to time, in one or more
series
o unsecured senior debt securities;
o unsecured subordinated debt securities;
o shares of common stock; and
o shares of preferred stock.
From time to time, the Burlington Resources trusts may offer trust
preferred securities fully and unconditionally guaranteed on a subordinated
basis by Burlington Resources Inc.
From time to time, Burlington Resources Finance Company may offer and sell
debt securities in one or more series, consisting of notes, debentures or other
evidences of indebtedness. The debt securities will be fully and unconditionally
guaranteed by Burlington Resources Inc.
The securities:
o will have a maximum aggregate offering price of $1,500,000,000;
o will be offered at prices and on terms to be set forth in an
accompanying prospectus supplement;
o may be denominated in U.S. dollars or in other currencies or currency
units;
o may be offered separately or together, or in separate series; and
o may be listed on a national securities exchange, if specified in an
accompanying prospectus supplement.
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Burlington Resources Inc.'s common stock is listed on the New York Stock
Exchange under the symbol "BR."
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The securities may be sold directly, through agents from time to time or
through underwriters and/or dealers. If any agent of the issuers or any
underwriter is involved in the sale of the securities, the name of the agent or
underwriter and any applicable commission or discount will be set forth in the
accompanying prospectus supplement.
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This prospectus may be used to offer and sell securities only if accompanied
by a prospectus supplement.
The date of this prospectus is ___________, 2002
You should rely only on the information contained in or incorporated by
reference in this prospectus and the accompanying prospectus supplement. No
person is authorized to provide you with different information or to offer any
securities in any state where the offer is not permitted. You should not assume
that the information provided by this prospectus or the accompanying prospectus
supplement is accurate as of any date other than the respective dates on the
front of those documents. In this prospectus, references to "Burlington
Resources" mean Burlington Resources Inc., references to "Burlington Resources
Finance Company" mean Burlington Resources Finance Company, references to the
"Burlington Resources trusts" mean, collectively, Burlington Resources Capital I
and Burlington Resources Capital II, and references to "we," "us" and "our"
mean, collectively, Burlington Resources, Burlington Resources Finance Company
and the Burlington Resources trusts. Unless otherwise stated, the dollar amounts
and financial data contained in this prospectus and the accompanying prospectus
supplement are presented in U.S. dollars.
TABLE OF CONTENTS
Page
WHERE YOU CAN FIND MORE INFORMATION.......................................1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................1
FORWARD-LOOKING STATEMENTS................................................2
BURLINGTON RESOURCES......................................................3
THE BURLINGTON RESOURCES TRUSTS...........................................3
BURLINGTON RESOURCES FINANCE COMPANY......................................4
USE OF PROCEEDS...........................................................4
RATIO OF EARNINGS TO FIXED CHARGES........................................5
DESCRIPTION OF DEBT SECURITIES............................................5
DESCRIPTION OF CAPITAL STOCK OF BURLINGTON RESOURCES.....................17
DESCRIPTION OF TRUST PREFERRED SECURITIES AND TRUST GUARANTEES...........21
PLAN OF DISTRIBUTION.....................................................24
LEGAL MATTERS............................................................26
EXPERTS..................................................................26
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WHERE YOU CAN FIND MORE INFORMATION
We have filed a joint registration statement with the Securities and
Exchange Commission; however, we did not include separate financial statements
of the Burlington Resources trusts or of Burlington Resources Finance Company in
this prospectus because:
o all of the voting rights of the Burlington Resources trusts and
Burlington Resources Finance Company will be owned by Burlington
Resources, either directly or through wholly-owned subsidiaries of
Burlington Resources, which files regular reports with the Securities
and Exchange Commission;
o neither of the Burlington Resources trusts nor Burlington Resources
Finance Company has any operations other than transferring funds to
Burlington Resources' subsidiaries; and
o Burlington Resources will fully and unconditionally guarantee the
Burlington Resources trusts' and Burlington Resources Finance
Company's obligations and the rights of holders.
Each time we offer to sell securities, whether by the Burlington Resources
trusts, Burlington Resources Finance Company or Burlington Resources, we will
provide a prospectus supplement that will contain specific information about the
terms of that offering, including any guarantees. The prospectus supplement may
also add, update or change information contained in this prospectus. This
prospectus, together with the applicable prospectus supplement, will include or
refer you to all material information relating to each offering.
Burlington Resources trusts and Burlington Resources Finance Company are
not required to file periodic and other documents under the Securities Exchange
Act of 1934. Burlington Resources does not intend to include in its consolidated
financial statements any separate financial information regarding the Burlington
Resources trusts or Burlington Resources Finance Company. Also, in view of
Burlington Resources' guarantees, neither of the Burlington Resources trusts nor
Burlington Resources Finance Company intends to furnish holders of the debt
securities with separate financial statements or other reports.
This prospectus does not contain all the information set forth in the
registration statement, certain parts of which are omitted in accordance with
the rules and regulations of the SEC. For more information about Burlington
Resources, the Burlington Resources trusts, Burlington Resources Finance Company
and the securities covered by this prospectus, you should see the registration
statement and the exhibits and schedules. Any statement made in this prospectus
concerning the provisions of the documents may be incomplete, and you should
refer to the copy of such documents filed as an exhibit to the registration
statement with the SEC.
Burlington Resources files annual, quarterly and special reports, proxy
statements and other information with the SEC. These filings are available to
the public over the Internet at the SEC's web site at http://www.sec.gov. You
may obtain information on the operation of the SEC's public reference room by
calling the SEC at 1-800-SEC-0330. You may also read and copy any document we
file at this room located at 450 Fifth Street, N.W., Washington, DC 20549.
You can also inspect these materials at the New York Stock Exchange at 20
Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information we file with the SEC after
the date of this
prospectus will automatically update and supersede the information included and
the information incorporated by reference in this prospectus.
We incorporate by reference the following documents and any of Burlington
Resources' future filings with the SEC under Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until our offering is complete:
o Burlington Resources' Annual Report on Form 10-K for the fiscal year
ended December 31, 2001;
o Burlington Resources' Current Report on Form 8-K filed February 21,
2002;
o Burlington Resources' Report on Form 10-Q for the quarter ended March
31, 2002;
o The description of Burlington Resources common stock contained in
Burlington Resources' Rule 424(b) Prospectus, dated July 7, 1988; and
o The description of Burlington Resources' rights agreement contained in
Burlington Resources' Registration Statement on Form 8-A filed with
the SEC on December 18, 1998.
On request, we will provide without charge a copy of any or all of the
above documents incorporated by reference (other than exhibits to documents,
unless the exhibits are specifically incorporated by reference into the
documents that this prospectus incorporates). Send your written or oral requests
to: Jeffery P. Monte, Corporate Secretary, Burlington Resources Inc., 5051
Westheimer, Suite 1400, Houston, Texas 77056, telephone: (713) 624-9500.
FORWARD-LOOKING STATEMENTS
This prospectus contains projections and other forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934.
Sometimes these statements will contain words such as "believes," "expects,"
"intends," "plans" and other similar words. These projections and statements
reflect our current views with respect to future events and financial
performance. We cannot assure you, however, that these events will occur or that
these projections will be achieved, and our actual results could differ
materially from those projected because of various risks, uncertainties and
other important factors. These risks, uncertainties and factors include:
o fluctuations in commodity pricing and demand;
o risks associated with exploring for, developing and producing crude
oil and natural gas;
o risks associated with large development projects;
o risks inherent in foreign operations such as changes in laws,
policies, regulations, taxation and political climate;
o competition for raw materials and customers in the crude oil and
natural gas industry;
o changes in laws and regulations affecting our operations;
o unanticipated changes in operating expenses and capital expenditures
and the effects of geopolitical events, including the threat of
domestic terrorism;
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o timing and success of integrating the business and operations of
acquired businesses;
o potential environmental liabilities; and
o outcome of pending or threatened litigation.
Given these uncertainties, you should not place undue reliance on these
forward-looking statements. You should read the description of these factors
under the caption "Forward-Looking Statements" in Burlington Resources' latest
Annual Report on Form 10-K.
BURLINGTON RESOURCES
Burlington Resources is a holding company engaged, through its principal
subsidiaries, Burlington Resources Oil & Gas Company LP, The Louisiana Land and
Exploration Company, Burlington Resources Canada Ltd. and Canadian Hunter
Exploration Ltd., in the exploration, development, production and marketing of
crude oil and natural gas. Burlington Resources is one of the world's largest
independent oil and gas companies. Burlington Resources has properties in the
United States, Canada, the United Kingdom, South America, Africa and China.
Burlington Resources' principal executive offices are located at 5051
Westheimer, Suite 1400, Houston, Texas 77056, telephone: (713) 624-9500.
THE BURLINGTON RESOURCES TRUSTS
Each of Burlington Resources Capital I and Burlington Resources Capital II
is a statutory business trust formed under Delaware law through the filing of a
certificate of trust with the Delaware Secretary of State. Each trust's business
will be defined in a declaration of trust which will be executed by Burlington
Resources, as sponsor and depositor for each of the trusts, and the trustees for
each of the trusts. Unless stated otherwise in the prospectus supplement, each
trust exists exclusively to:
o issue and sell the trust preferred securities and the trust common
securities;
o invest the gross proceeds of the sale of the trust preferred
securities and trust common securities in a specific series of
subordinated debt securities of Burlington Resources; and
o engage in only those other activities necessary, convenient or
incidental to carrying out the first two purposes.
All of the trust common securities will be owned by Burlington Resources.
The trust common securities will rank equally, and payments will be made on the
trust common securities pro rata, with the trust preferred securities. However,
upon an event of default under the indenture governing the subordinated debt
securities, holders of the trust preferred securities have a right to be paid
before the holders of the trust common securities on distribution and on
liquidation, redemption and otherwise.
Burlington Resources will acquire trust common securities having an
aggregate liquidation amount equal to a minimum of 1% of the total capital of
each trust. Each trust will have a term of at least 20 but not more than 50
years, but may terminate earlier as provided in the applicable declaration of
trust.
Each trust's business and affairs will be conducted by its trustees, whose
obligations and duties will be governed by the declaration of trust. Subject to
limited exceptions, the holder(s) of the trust common securities will be
entitled to appoint, remove or replace any of, or increase or reduce the number
of, the trustees of each
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trust. At least one of the trustees of each of the trusts will be a person who
is an employee or officer of or an affiliate of Burlington Resources. One
trustee of each trust will be a financial institution that is not affiliated
with Burlington Resources and will act as property trustee and as indenture
trustee for the purposes of the Trust Indenture Act of 1939, as amended. A more
detailed description of these provisions will be contained in the prospectus
supplement.
Unless the property trustee maintains a principal place of business in
Delaware and otherwise meets the requirements of applicable law, one trustee of
each trust will be either an individual or a company who has a residence or a
principal place of business in Delaware. Burlington Resources will pay all fees
and expenses related to each trust and the offering of securities. Unless
otherwise set forth in the prospectus supplement, the property trustee will be
The Chase Manhattan Bank and the Delaware trustee will be Chase Manhattan Bank
Delaware. The office of the Delaware trustee is 1201 Market Street, Wilmington,
Delaware 19801.
The principal place of business of the Burlington Resources trusts are c/o
Burlington Resources Inc., 5051 Westheimer, Suite 1400, Houston, Texas 77056,
telephone: (713) 624-9500.
BURLINGTON RESOURCES FINANCE COMPANY
Burlington Resources Finance Company is an unlimited liability company
organized in February 2000 under the laws of Nova Scotia, Canada. Burlington
Resources Finance Company is a direct wholly-owned subsidiary of Burlington
Resources. Burlington Resources Finance Company will issue debt securities which
securities will be guaranteed by Burlington Resources.
The principal place of business of Burlington Resources Finance Company is
c/o Burlington Resources Canada Ltd., Suite 3700, 250 6th Avenue, S.W., Calgary,
Alberta T2P 3H7, telephone: (403) 260-8000.
USE OF PROCEEDS
Unless we set forth other uses of proceeds in the prospectus supplement, we
will use the net proceeds of the sale of the securities described in this
prospectus and any prospectus supplement for general corporate purposes. These
may include the reduction of outstanding indebtedness, working capital
increases, capital expenditures or acquisitions. Unless we set forth other uses
of proceeds in the prospectus supplement, each Burlington Resources trust will
use all proceeds received from the sale of trust preferred securities to
purchase subordinated debt securities of Burlington Resources. We intend to use
the net proceeds from the sale of subordinated debt securities for the general
corporate purposes described above.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth Burlington Resources' consolidated ratios of
earnings to fixed charges(a) for the indicated periods.
Three Months Ended
March 31, Year Ended December 31,
--------------------------- ----------------------------------------------------
2002 2001 2001 2000 1999 1998 1997
-------------- ---------- -------- --------- --------- ---------- -----------
1.7x 12.5x 5.3x 5.7x .9x ___(b) 3.3x
(a) For purposes of calculating the ratio of earnings to fixed charges,
earnings represent pretax income from continuing operations available for
fixed charges, less equity in undistributed earnings of 20-50% owned
companies, together with a portion of rent under long-term operating leases
representative of an interest factor. Fixed charges represent interest
expense, capitalized interest and a portion of rent under long-term
operating leases representative of an interest factor.
(b) Total earnings available for fixed charges in 1998 were inadequate to cover
total fixed charges in the amount of approximately $642 million primarily
as a result of the impairment of oil and gas assets related to the adoption
of Statement of Financial Accounting Standard No. 121 ($706 million pretax
or $390 million after tax in 1998).
DESCRIPTION OF DEBT SECURITIES
The following description of the debt securities sets forth certain general
terms and provisions of the debt securities to which this prospectus and any
prospectus supplement may relate. The particular terms of any series of debt
securities and the extent to which the general provisions may apply to a
particular series of debt securities will be described in a prospectus
supplement relating to that series. Burlington Resources and Burlington
Resources Finance Company may issue senior debt securities and Burlington
Resources may issue subordinated debt securities under indentures with Citibank,
N.A., as trustee.
We have summarized selected provisions of the indentures below. The summary
is not complete. Burlington Resources Finance Company's senior indenture and the
forms of Burlington Resources' senior indenture and subordinated indenture have
been incorporated by reference in this registration statement. You should read
the indentures for provisions that may be important to you.
Because we have included only a summary of the indenture terms, you must
read the indentures in full to understand every detail of the terms of the debt
securities. If you would like to read the indentures in their entirety, see
"Where You Can Find More Information."
For purposes of this section, the "issuer" means Burlington Resources, in
the case of debt securities issued by Burlington Resources, and Burlington
Resources Finance Company, in the case of debt securities issued by Burlington
Resources Finance Company, while the "guarantor" means Burlington Resources, in
the case of debt securities issued by Burlington Resources Finance Company, and
has no meaning in the case of debt securities issued by Burlington Resources.
Also, the term "indenture," in the case of debt securities issued by Burlington
Resources Finance Company, includes the guarantee agreement pursuant to which
the guarantor guarantees the debt securities.
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General
The debt securities will be unsecured obligations of the issuer. None of
the indentures limit the amount of debt securities the issuer may issue.
You should read the prospectus supplement relating to the particular series
of debt securities for the following terms of the offered debt securities:
o the title of the debt securities;
o any limit upon the aggregate principal amount of the debt securities;
o the dates on which the principal of the debt securities is payable;
o the interest rate of the debt securities, or the method for
calculating the interest rate, and the date or dates from which
interest will accrue;
o the interest payment dates and the record dates for the interest
payment dates;
o places where payments of the principal and interest, if any, may be
made on the debt securities;
o the terms and conditions upon which the debt securities may be
redeemed at the issuer's option or otherwise;
o any mandatory or optional sinking fund or analogous provisions;
o the denominations in which the debt securities are issuable;
o whether any portion of the principal amount of such debt securities is
payable upon declaration of the acceleration of the maturity thereof;
o if other than U.S. dollars, the currency or currency units in which
the debt securities are denominated and/or in which payment of the
principal of (and premium, if any) and/or interest on the debt
securities will or may be payable;
o any deletions, modifications or additions to the events of default or
covenants pertaining to the debt securities;
o whether the debt securities will be convertible into or exchangeable
for other securities or other property; and
o any other terms not inconsistent with the indentures, including,
without limitation, the addition of covenants applicable to the debt
securities.
Unless otherwise indicated in the prospectus supplement, the issuer will
issue the debt securities only in fully registered form without coupons in
denominations of $1,000 or any integral multiple thereof. There will not be any
service charge for any registration of transfer or exchange of debt securities,
but the issuer may require payment of a sum sufficient to cover any tax or other
governmental charge.
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Ranking of Debt Securities
Burlington Resources' senior debt securities will be unsecured and will
rank equally and ratably with Burlington Resources' other unsecured and
unsubordinated debt.
Burlington Resources' subordinated debt securities will be junior in right
of payment to all of Burlington Resources' senior indebtedness to the extent
described in the prospectus supplement.
The debt securities issued by Burlington Resources Finance Company will be:
o senior unsecured obligations of Burlington Resources Finance Company
and will rank equally and ratably with all other unsecured and
unsubordinated indebtedness of Burlington Resources Finance Company;
and
o guaranteed on a senior unsecured basis by Burlington Resources, which
guarantee will rank equally and ratably with all other unsecured and
unsubordinated indebtedness of Burlington Resources.
Dividend and other distributions to the issuer from the issuer's various
subsidiaries may be subject to certain statutory, contractual and other
restrictions (including, without limitation, exchange controls that may be
applicable to foreign subsidiaries). The rights of the issuer's creditors to
participate in the assets of any subsidiary upon that subsidiary's liquidation
or recapitalization will be subject to the prior claims of the subsidiary's
creditors, except to the extent that the issuer may itself be a creditor with
recognized claims against the subsidiary. In the case of debt securities issued
by Burlington Resources Finance Company, the claims of holders under the
guarantee by Burlington Resources will be effectively subordinated to the claims
of creditors of Burlington Resources' subsidiaries other than Burlington
Resources Finance Company. The indentures do not restrict the amount of
indebtedness that Burlington Resources, Burlington Resources Finance Company or
Burlington Resources' other subsidiaries may incur.
Guarantees
Burlington Resources will fully and unconditionally guarantee to each
holder of a debt security issued by Burlington Resources Finance Company and
authenticated and delivered by the trustee the due and punctual payment of the
principal of, and any premium and interest on, the debt security, when and as it
becomes due and payable, whether at maturity, upon acceleration, by call for
redemption, repayment or otherwise in accordance with the terms of the debt
securities and of the indenture.
Burlington Resources will:
o agree that, if an event of default occurs under the debt securities,
its obligations under the guarantees will be absolute and
unconditional and will be enforceable irrespective of any invalidity,
irregularity or unenforceability of any series of the debt securities
or the indenture or any supplement thereto,
o waive its right to require the trustee or the holders to pursue or
exhaust their legal or equitable remedies against Burlington Resources
Finance Company before exercising their rights under the guarantees,
and
o agree to be subject to the restrictions set forth below under
"Limitation on Liens" and "Merger, Amalgamation, Consolidation and
Assumption" as if Burlington Resources was the "issuer."
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Covenants
The indentures contain, among others, the covenants summarized below, which
will be applicable (unless waived or amended) to any series of debt securities
which are outstanding, unless stated otherwise in the prospectus supplement
relating to a particular series.
Important Definitions. The following definitions will help in understanding
the meaning of certain words and phrases used in the indenture covenants and
discussed in the summary:
The term "capital stock", as applied to the stock of any person, means the
capital stock of every class, whether now or authorized after the date of this
prospectus, regardless of whether the capital stock is limited to a fixed sum or
percentage with respect to rights of the holders of the capital stock to
participate in dividends and in the distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding-up of such person.
The term "consolidated net tangible assets" means the aggregate amount of
assets of Burlington Resources and its subsidiaries (less applicable reserves
and other properly deductible items) after deducting from the aggregate amount:
o all current liabilities (excluding any which are by their terms
extendible or renewable at the option of the obligor of the liability
to a time more than 12 months after the time the amount of such
liability is being computed), and
o all goodwill, trade names, trademarks, patents, organization expenses
and other like intangibles of Burlington Resources and its
subsidiaries, all as set forth on the most recent balance sheet of
Burlington Resources and its subsidiaries and computed in accordance
with generally accepted accounting principles.
The term "debt" means indebtedness for money borrowed.
The term "lien" means any mortgage, pledge or lien.
The term "principal property" means any oil, gas or mineral producing
property, or any refining, processing, smelting or manufacturing facility, of
the issuer or any restricted subsidiary located in the United States of America.
The following are not included in the term "principal property":
o property employed in transportation, distribution or marketing,
o information and electronic data processing equipment,
o any refinery, preparation plant, concentrator, smelter, mill or
handling, processing or manufacturing facility in which the interests
held by the issuer, or by one or more restricted subsidiaries or both
and by others and the aggregate interest held by the issuer and all of
its restricted subsidiaries does not equal or exceed 50%,
o any property which in the opinion of the board of directors of the
issuer is not materially important to the total business conducted by
the issuer and its subsidiaries as an entirety or
o any property or a portion of a particular property which in the
opinion of the board of directors of the issuer is not materially
important to the use or operation of such property.
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The term "restricted subsidiary" means a subsidiary of the issuer:
o substantially all the property of which is located, or substantially
all the business of which is carried on, within the United States of
America,
o which owns a principal property and
o which has stockholders' equity exceeding 2% of consolidated net
tangible assets of Burlington Resources.
The term "stockholders' equity" means, with respect to any person,
stockholders' equity as computed in accordance with generally accepted
accounting principles.
The term "subsidiary" means a corporation in which a person and one or more
of its subsidiaries own more than 50% of the outstanding voting stock, either
directly or indirectly through intermediary subsidiaries.
Limitation on Liens. The indentures provide that, so long as any debt
securities issued under such indenture are outstanding, the issuer will not, and
will not allow any of its restricted subsidiaries to, incur, issue, assume or
guarantee any debt secured after the date of the applicable indenture by lien on
any principal property of the issuer or any restricted subsidiary or any shares
of capital stock of or debt of any restricted subsidiary, unless the issuer
provides that the debt securities subject to the indenture and, if the issuer
chooses, any other debt securities of the issuer or any restricted subsidiary
which is not subordinated to such debt securities, are also secured equally and
ratably with such secured debt.
This restriction will not apply if, after giving effect to all such secured
debt, the aggregate amount of such secured debt of the issuer and the restricted
subsidiaries would not exceed 10% of consolidated net tangible assets.
In addition, this restriction will not apply to the following and the
following will be excluded from constituting secured debt in any computation
under the immediately preceding paragraph, debt secured by:
(1) liens on property or any interest in any property, construction on
property or improvement to property to secure all or any part of the costs
incurred after the date of the applicable indenture for surveying, exploration,
drilling, mining or other extraction, development, construction, alteration,
repair or improvement of, in, under or on such property or to secure debt
incurred to provide funds for any such purpose (it being understood that, in the
case of oil, gas or mineral properties, or interests in such properties, costs
incurred after the date of the applicable indenture for development shall
include costs incurred for all facilities relating to such properties or to
projects, ventures or other arrangements of which such properties form a part or
which relate to such properties or interests, which facilities may include,
without limitation:
o any drilling equipment, production equipment and platforms or mining
equipment, pipelines, pumping stations or other pipeline facilities;
o terminals or warehouses or storage facilities;
o bulk plants;
o production, separation, dehydration, extraction, treating and
processing facilities;
o gasification or gas liquefying facilities, flares, stacks or burning
towers;
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o flotation mills, crushers and ore handling facilities;
o tank cars, tankers, barges, ships, trucks, automobiles, airplanes or
other marine, automotive, aeronautical or other similar moveable
facilities or equipment;
o computer systems and associated programs or office equipment;
o roads, airports and docks (including drydocks);
o reservoirs or waste disposal facilities;
o sewers, generating plants or electric lines;
o telephone and telegraph lines, radio and other communications
facilities;
o townsites, housing facilities, recreation halls, stores and other
related facilities; and
o similar facilities and equipment of or associated with any of the
above, whether or not in whole or in part located or from time to time
located at or on such properties, projects, ventures or the situs of
such other arrangements);
(2) liens or the creation of encumbrances on an oil and/or gas or mineral
producing property to secure obligations incurred or guarantees of obligations
incurred in connection with or necessarily incidental to commitments of purchase
or sale of, or the transportation or distribution of, the products derived from
such property;
(3) liens on:
o drilling equipment, production equipment and platforms or mining
equipment, pipelines, pumping stations or other pipeline facilities;
o terminals or warehouses or storage facilities;
o bulk plants;
o production, separation, dehydration, extraction, treating and
processing facilities;
o gasification or gas liquefying facilities, flares, stacks or burning
towers;
o flotation mills, crushers and ore handling facilities;
o tank cars, tankers, barges, ships, trucks, automobiles, airplanes or
other marine, automotive, aeronautical or other similar moveable
facilities or equipment;
o computer systems and associated programs or office equipment;
o roads, airports and docks (including drydocks);
o reservoirs or waste disposal facilities;
o sewers, generating plants or electric lines;
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o telephone and telegraph lines, radio and other communications
facilities;
o townsites, housing facilities, recreation halls, stores and other
related facilities;
o real and personal property used primarily for purposes other than
those of principal properties; and
o similar facilities and equipment of or associated with any of the
above, whether or not in whole or in part located or from time to time
located at or on such properties, projects, ventures or the situs of
such other arrangements;
(4) liens on property existing at the time of acquisition of such property
or mortgages to secure the payment of all or any part of the purchase price of
such property or to secure any debt, incurred prior to, at the time of or within
24 months after the acquisition of such property for the purpose of financing
all or any part of the purchase price of such property;
(5) liens:
o in favor of the United States of America, any State or municipality of
the United States of America, or any other country or any political
subdivision, department, agency or instrumentality of any of them to
secure moneys borrowed from or by such authorities, whether or not
such moneys are borrowed or the repayment of such moneys is guaranteed
by the issuer or by any restricted subsidiary, including, without
limitation, liens to secure debt issued, assumed or guaranteed in
pollution control or industrial revenue bond financings, or
o to secure the performance of any covenant or obligation to or in favor
of or entered into at the request of such authorities where such
security is required pursuant to any contract, order, direction,
regulation or statute;
(6) liens in existence prior to the date of the applicable indenture;
(7) liens by any restricted subsidiary pursuant to the terms of any trust
deed or similar document entered into by such restricted subsidiary, or by a
predecessor of such restricted subsidiary, prior to the date when it became a
subsidiary;
(8) liens existing on any of the properties of, or on any shares of capital
stock or debt of, a corporation (including, but not limited to, a restricted
subsidiary) at the time when such corporation becomes a subsidiary or is
consolidated with or merged into the issuer or a subsidiary or liens existing
upon property, capital stock or debt at the time of acquisition of such;
(9) liens which secure only indebtedness owing by a subsidiary to the
issuer or by a subsidiary or the issuer to a subsidiary;
(10) any extension, renewal or replacement (or successive extensions,
renewals or replacements), as a whole or in part, of any lien referred to in the
foregoing clauses (1) to (9) inclusive, so long as such extension, renewal or
replacement of such lien is limited to all or any part of the same property,
shares of capital stock or debt that secured the lien extended, renewed or
replaced (plus improvements on such property);
(11) pledges or deposits under workmen's compensation, unemployment
insurance or similar statutes, mechanics', workmen's, repairmen's,
materialmen's, carriers' or other similar liens arising in the ordinary course
of business or deposits or pledges to obtain the release of any such liens;
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(12) liens:
o created by or resulting from any litigation or other proceedings,
including liens arising out of judgments or awards against the issuer
or any restricted subsidiary, with respect to which the issuer or such
restricted subsidiary is in good faith prosecuting an appeal or
proceeding for review, or
o incurred by the issuer or any restricted subsidiary for the purpose of
obtaining a stay or discharge in the course of any legal proceeding to
which the issuer or such restricted subsidiary is a party;
(13) liens for taxes or assessments or governmental charges or levies not
yet due or delinquent, or which can thereafter be paid without penalty, or which
are being contested in good faith by appropriate proceedings, landlord's liens
on property held under lease, and other liens of a nature similar to those
described above in this clause (13) which do not, in the opinion of the issuer
or such restricted subsidiary, materially impair the use of such property in the
operation of the business of the issuer or such restricted subsidiary or the
value of such property for the purpose of such business;
(14) easements, rights-of-way, restrictions and other similar charges or
encumbrances not interfering with the ordinary conduct of the business of the
issuer or any restricted subsidiary; and
(15) liens secured by pipeline assets of El Paso Natural Gas Company.
Under the indentures, the following types of transactions, among others,
will not be deemed to create debt secured by a lien: the sale (including any
forward sale) or other transfer of
o oil, gas, gold or other minerals, whether in place or when produced,
for a period of time until, or in an amount such that, the purchaser
will realize from such oil, gas, gold or other minerals a specified
amount of money (however determined) or a specified amount of such
minerals, or
o any other interest in property of the character commonly referred to
as a "production payment," "ore payment," "royalty interest,"
"overriding royalty interest," or "mineral payment," or farmouts, the
creation of working interest, joint operating or unitization
agreements, or other similar transactions.
Merger, Amalgamation, Consolidation and Assumption
The issuer may, without the consent of any holders of outstanding debt
securities, consolidate or amalgamate with or merge into, or convey, transfer or
lease its assets substantially as an entirety to, any other corporation,
partnership, limited liability company, unlimited liability company or trust,
provided that:
o the person formed by such consolidation or amalgamation or into which
the issuer is merged or which acquires the issuer's assets expressly
assumes the issuer's obligations on the debt securities and under the
indentures; and
o other conditions described in the indentures are met.
The issuer may also, at any time, without complying with the above
conditions, convey, transfer or lease its assets substantially as an entirety to
any of its wholly-owned subsidiaries.
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Additionally, Burlington Resources Finance Company, in the case of debt
securities issued by it, may assign all of its obligations under the debt
securities and the indenture to Burlington Resources or any of its subsidiaries,
provided that the person to which such obligations are assigned expressly
assumes Burlington Resources Finance Company's obligations under the debt
securities and the indenture and other conditions described in the indenture are
met.
Upon compliance with these provisions, the issuer will be relieved of its
obligations under the indentures and the debt securities.
Events of Default; Rights on Default
Each of the indentures defines an event of default with respect to debt
securities of any series as any of the following events:
o the issuer fails to pay interest for 30 days after it is due;
o the issuer fails to pay principal when due;
o the issuer fails to deposit any sinking fund payment when due, if
applicable to the series of debt securities;
o the issuer or the guarantor, if any, defaults for 90 days after
appropriate notice in the performance of any other covenant in the
debt securities, the applicable indenture or the guarantee agreement,
as applicable;
o the issuer or the guarantor, if any, has an event of bankruptcy,
insolvency or reorganization; or
o the guarantee, if any, ceases to be in full force and effect (other
than in accordance with the terms of the guarantee agreement) or the
guarantor denies or disaffirms its obligations under the guarantee.
If an event of default occurs with respect to a particular series (but not
all series) of debt securities as a result of a failure to make a principal or
interest payment or because of a failure to perform another covenant, the
principal amount of all outstanding debt securities of that particular series
and accrued interest may be declared due and payable immediately by either:
o the trustee; or
o the holders of at least 25% in principal amount of that series.
If an event of default occurs with respect to all series of debt securities
as a result of a failure to perform a covenant or because of bankruptcy,
insolvency or reorganization, the principal amount of all outstanding debt
securities and accrued interest may be declared due and payable immediately by
either:
o the trustee; or
o the holders of at least 25% in principal amount of all outstanding
debt securities under the indenture.
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The holders of a majority in principal amount of the outstanding debt
securities of any series affected, with each series voting as a separate class,
have the power to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee or exercising any trust or power
conferred on the trustee. However, the direction must not conflict with any rule
of law or the indentures. Before proceeding to exercise any right or power under
the indentures at the direction of the holders, the trustee will be entitled to
receive from the holders reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with their
direction.
The issuer and the guarantor, if any, must furnish the trustee annually
with a statement that, to the best knowledge of the officers signing the
statement, the issuer or the guarantor, as the case may be, is not in default in
the performance of the terms of the indentures or, if the officers know that the
issuer or the guarantor, as the case may be, is in default, specifying the
default. The indentures require the trustee to give to all holders of
outstanding debt securities notice of any default by the issuer or the guarantor
unless the default has been cured or waived. However, except for a default in
the payment of principal of or interest on any outstanding debt securities, the
trustee can withhold notice if the board of directors, the executive committee
or a trust committee of directors or officers of the trustee in good faith
determine that withholding notice is in the interest of the holders of the
outstanding debt securities.
Defeasance
If any series of debt securities have either:
o become due and payable or are by their terms due and payable within
one year; or
o are to be called for redemption within one year,
the indentures provide that the issuer may discharge substantially all of its or
the guarantor's, if any, obligations to holders of these series of debt
securities that have not already been delivered to the trustee for cancellation
by irrevocably depositing with the trustee enough funds to pay the principal of
and interest on the debt securities when the series matures.
The issuer can also discharge substantially all of its and the guarantor's,
if any, obligations for any series of debt securities, including its or the
guarantor's, if any, obligations under the covenants in the indentures (other
than its or the guarantor's, if any, obligations to pay principal or interest on
the debt securities), by irrevocably depositing with the trustee enough funds to
pay the principal of and interest on the debt securities when the series
matures. The issuer must also obtain an opinion of counsel to the effect that as
a result of the defeasance, holders of that series of debt securities will not
recognize income, gain or loss for federal income tax purposes, and will be
subject to federal income tax on the same amount, in the same manner and at the
same time as would have been the case if such defeasance had not occurred.
Changes in Control and Highly Leveraged Transactions
The indentures do not contain provisions requiring the issuer or the
guarantor, if any, to redeem or to adjust the terms of the debt securities upon
a change in control.
Other than restrictions on liens described under "-- Covenants" above, the
indentures do not contain any covenants or other provisions designed to afford
holders of the debt securities protection in the event of a highly leveraged
transaction.
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Modification of the Indentures
The indentures and the guarantee agreement provide that the issuer, the
guarantor, if any, and the trustee may enter into supplemental indentures
without the consent of the holders of debt securities to:
o secure any of the debt securities;
o evidence the assumption by a successor corporation of the issuer's or
the guarantor's obligations, as the case may be, as described under
"-- Merger, Amalgamation, Consolidation and Assumption" above;
o add covenants and events of default for the protection of the holders
of all or any particular series of debt securities;
o change or eliminate any of the provisions of the indentures, provided
that any such change or elimination shall become effective only after
there are no debt securities of any series entitled to the benefit of
such provision outstanding;
o establish the forms or terms of debt securities of any series;
o cure any ambiguity or correct any inconsistency in the indentures; or
o evidence the acceptance of appointment by a successor trustee.
The indentures and the guarantee agreement also contain provisions
permitting the issuer, the guarantor, if any, and the trustee to add any
provisions to, or change in any manner or eliminate any of the provisions of,
the indentures or the guarantee agreement, as the case may be, or modify in any
manner the rights of the holders of such debt securities with the consent of the
affected holders of at least a majority in principal amount of all series of
debt securities then outstanding, with each such series voting as a separate
class. However, the issuer, the guarantor, if any, and the trustee may not,
without the consent of the affected holder of each outstanding debt security:
o change the stated maturity of the principal of or any installment of
interest on any debt security;
o reduce the principal amount;
o reduce the rate of interest;
o change the place of payment where, or the coin or currency in which,
interest is payable;
o impair the right to institute suit for the enforcement of any payment
when due;
o reduce the percentage in principal amount of debt securities requiring
consent of holders for any modification; or
o release the guarantee, if any, except in compliance with the terms of
the guarantee agreement and the indenture.
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Book-Entry Debt Securities -- Registration, Transfer, Exchange and Payment
The issuer intends to issue each series of its debt securities in
"book-entry" form, represented by one or more global certificates registered in
the name of The Depository Trust Company, New York, New York ("DTC"), or its
nominee. However, the issuer reserves the right to issue debt securities in
certificate form registered in the names of the holders of the debt securities.
Ownership of beneficial interests in the global certificates representing
the particular series of debt securities will be limited to persons who have
accounts with DTC ("participants"), or persons that may hold interests through
participants. DTC will keep on its computerized book-entry and transfer system a
record of the principal amounts of debt securities held in the accounts of the
participants. Participants, in turn, will keep records of the interests of their
clients who have purchased debt securities through them. Beneficial interests in
the global certificates may be shown only on, and may be transferred only
through, records maintained by DTC and its participants. The laws of some states
require that certain purchasers of securities take delivery of the securities
only in certificate form. These laws may limit the ability of holders of
beneficial interests in the global certificates to transfer those interests to
certain persons who might otherwise wish to purchase those interests.
DTC has provided the issuer the following information: DTC is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the United States Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered under the provisions of Section 17A of the Securities Exchange Act of
1934. DTC holds securities that its participants deposit with DTC. DTC also
records the settlement among participants of securities transactions, such as
transfers and pledges, in deposited securities through computerized records for
participants' accounts. This eliminates the need to exchange certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant. The rules that apply to DTC and its participants are on file with
the SEC.
DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., The American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.
Payments of interest and principal will be made to DTC, who in turn will
credit payment to the accounts of its participants. It is DTC's current
practice, upon receipt of any payment of principal or interest, to credit
participants' accounts on the payment date according to their respective
holdings of beneficial interests in the global certificates as shown on DTC's
records. In addition, it is DTC's current practice to assign any consenting or
voting rights to participants whose accounts are credited with certificates on a
record date, by using an omnibus proxy. Payments by participants to holders of
beneficial interests in the global certificates, and voting by participants,
will be governed by the customary practices between the participants and holders
of beneficial interests, as is the case with securities held for the account of
customers registered in "street names."
The issuer, the trustee and the paying agent will treat DTC as the sole
owner of the global certificates for all purposes. Accordingly, the issuer, the
trustee and any paying agent will have no responsibility or liability:
o for the records relating to beneficial ownership interests in the
global certificates; or
o for the payments of principal and interest due for the accounts of
beneficial holders of interest in the global certificates.
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Unless the issuer decides to issue the debt securities in certificate form,
the global certificates representing a series of debt securities may not be
transferred. However, a global certificate may be transferred by DTC to its
nominees or successors.
A series of debt securities represented by global certificates will be
exchangeable for debt securities in certificate form with the same terms in
authorized denominations only if:
o DTC notifies the issuer that it is unwilling or unable to continue as
depositary or if DTC ceases to be a clearing agency registered under
applicable law, and we do not appoint a successor depositary within 90
days; or
o The issuer decides not to require all of the debt securities of a
series to be represented by global certificates and notifies the
trustee of that decision.
The issuer has obtained the foregoing information concerning DTC and DTC's
book-entry system from DTC and other sources it believes reliable, but we take
no responsibility for the accuracy of this information.
Applicable Law
The debt securities and the indentures will be governed by and construed in
accordance with the law of the State of New York.
Trustee
Citibank, N.A. is the trustee under the indentures for Burlington
Resources' and Burlington Resources Finance Company's senior debt securities and
Burlington Resources' subordinated debt securities. Citibank, N.A. serves as
trustee under various indentures relating to our obligations. We have customary
banking relationships with Citibank, N.A., including its participation as one of
the agent banks in our revolving credit agreements.
DESCRIPTION OF CAPITAL STOCK OF BURLINGTON RESOURCES
Burlington Resources' certificate of incorporation authorizes the issuance of
325,000,000 shares of common stock and 75,000,000 shares of preferred stock, of
which 3,250,000 shares are designated Series A Junior Participating Preferred
Stock. Burlington Resources common stock, par value $.01 per share, is the
Company's only outstanding class of securities that entitles holders to vote
generally at meetings of the Company's stockholders. Each share of common stock
outstanding is entitled to one vote. As of December 31, 2001, there were
200,792,993 shares of common stock outstanding held by approximately 17,531
holders of record, excluding holders whose shares of record are held by brokers.
As of the date of this prospectus, there were no shares of preferred stock
issued or outstanding except for one share of special voting stock which was
issued and outstanding. This special voting share was issued for the benefit of
holders of exchangeable shares issued by our wholly-owned subsidiary, Burlington
Resources Canada Inc., in connection with Burlington Resources' November 1999
acquisition of Poco Petroleums Ltd. The voting share was entitled to one vote
for each exchangeable share outstanding (other than those held by Burlington
Resources or any entity controlled by it). As of the date of this prospectus,
Burlington Resources Canada Inc. was no longer in existence and there were no
outstanding exchangeable shares. As a result, there are no exchangeable shares
entitled to the benefit of the special voting share and the special voting share
has no voting rights. If the special voting share is purchased or otherwise
acquired by Burlington Resources, it will be deemed retired and will be canceled
and may not thereafter be reissued or otherwise disposed of by Burlington
Resources. Burlington Resources is now permitted to cancel the special voting
stock at any time and is in the process of doing so. Because the following
description of our
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capital stock is a summary, it does not contain all the information that may be
important to you. You should read the following documents for more complete
information:
o Burlington Resources' certificate of incorporation, as amended;
o Burlington Resources' by-laws, as amended; and
o the Rights Agreement, effective December 16, 1998, as amended.
Common Stock
The holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Subject to
preferences that may be applicable to any outstanding preferred stock, holders
of common stock are entitled to receive ratably any dividends as may be declared
by Burlington Resources' board of directors out of legally available funds. In
the event of Burlington Resources' liquidation, dissolution or winding up,
holders of common stock are entitled to share ratably in all assets remaining
after payment of liabilities and the liquidation preference of any outstanding
preferred stock. Holders of common stock have no preemptive rights and have no
rights to convert their common stock into any other securities and no redemption
provisions apply to the common stock. All of the outstanding shares of common
stock are, and the shares offered hereby will be, fully paid and nonassessable.
Preferred Stock
Burlington Resources' certificate of incorporation authorizes its board of
directors to issue shares of preferred stock in one or more series. The board of
directors is authorized to designate, for each series of preferred stock, the
number of shares of such series, the voting powers, if any, of the shares of
such series and the designations, preferences and relative, participating,
optional or other special rights and the qualifications, limitations or
restrictions. You should read the certificate of designation relating to a
particular series of preferred stock for specific terms.
Burlington Resources has no present plans to issue any of the preferred
stock, except as required under the Rights Agreement.
Rights Agreement
Each share of common stock currently has a right associated with it.
Generally, each right consists of the right to purchase, for $200, 1/100 of a
share of Burlington Resources Series A Junior Participating Preferred Stock. The
terms of the rights are set forth in the rights agreement.
The rights may be exercised only if the distribution date occurs. The
distribution date is the earlier of either:
o the first date that it is publicly announced that a person or group
has acquired 15% or more of Burlington Resources' voting power; or
o the date that is 10 business days (or a later date selected by our
board of directors) after a person or group begins, or announces an
intention to begin, a tender or exchange offer for 15% or more of
Burlington Resources' voting power.
If a person or group acquires 15% or more of our voting power without the
prior approval of the board of directors, then Burlington Resources'
stockholders, other than the acquiror, will be entitled to purchase, for
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$200, Burlington Resources common stock, or, in certain circumstances, cash,
property or our other securities, with a market value equal to $400. This is
commonly referred to as the "flip-in" feature of the rights.
If a person or group acquires 15% or more of Burlington Resources' voting
power without the prior approval of the board of directors and then either
acquires Burlington Resources in a merger or other business combination
transaction or causes the sale or transfer of more than 50% of Burlington
Resources' assets or earning power, then Burlington Resources' stockholders,
other than the acquiror, will be entitled to purchase, for $200, common stock of
the acquiror with a market value equal to $400. This is commonly referred to as
the "flip-over" feature of the rights.
The rights will expire automatically in 10 years, on December 16, 2008, but
Burlington Resources has the option of redeeming or exchanging the rights prior
to that time.
Burlington Resources may redeem all of the rights at any time before a
person or group announces that it has acquired 15% or more of Burlington
Resources' voting power. The circumstances under which Burlington Resources may
redeem the rights are more fully described in the rights agreement. Each right
may be redeemed at the price of $.01 per right. The rights cannot be exercised
until after the redemption period has passed. If Burlington Resources redeems
the rights, the rights will no longer be exercisable and will terminate.
Furthermore, Burlington Resources may exchange all or a portion of the
rights at any time after a person or group acquires 15% or more of Burlington
Resources' voting power, at an exchange ratio of one share of common stock per
right. If the board of directors orders the exchange of the rights, the rights
will no longer be exercisable and will terminate. Until a right is exercised or
exchanged, the holder of that right will not have any rights as a stockholder,
including the right to vote or receive dividends, simply as a result of being a
holder of that right.
Each 1/100 of a share of Series A Junior Participating Preferred Stock that
may be issued upon exercise of a right is intended to be comparable to one share
of common stock with respect to dividend, voting, liquidation and other rights.
The Series A Junior Participating Preferred Stock will rank junior to all other
series of our preferred stock with respect to dividend payments and
distributions of assets in liquidation. The Series A Junior Participating
Preferred Stock will not be redeemable.
Provisions Affecting Control of Burlington Resources
Certificate of Incorporation. Under the Delaware General Corporation Law
(the "DGCL"), the approval by the affirmative vote of the holders of a majority
of the outstanding stock of a corporation entitled to vote on the matter
generally is required for a merger, consolidation or sale, lease or exchange of
all or substantially all the corporation's assets to be consummated. Burlington
Resources' certificate of incorporation provides certain restrictions on
business combinations with interested stockholders or their affiliates.
Accordingly, Burlington Resources' certificate of incorporation requires the
affirmative vote of at least 51% of the voting stock, excluding the vote of any
interested stockholder, for the adoption or authorization of a business
combination unless the disinterested directors determine that:
o the interested stockholder is the beneficial owner of at least 80% of
the voting stock and has agreed to vote in favor of the business
combination; or
o the fair market value of the consideration per share to be received or
retained by the stockholders in the business combination is equal to
or greater than the consideration per share paid by the interested
stockholder in acquiring the largest number of shares of that class of
stock previously acquired in any one transaction or series of related
transactions and the in-
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terested stockholder has not received the benefit of any loans,
advances, guarantees, pledges or other financial assistance provided
by Burlington Resources.
Directors. The DGCL permits the certificate of incorporation or the by-laws
of a corporation to contain provisions governing the number and qualifications
of directors. However, if the certificate of incorporation contains provisions
fixing the number of directors, that number may not be changed without amending
the certificate of incorporation. Burlington Resources' by-laws state that the
number of directors shall be any number not less than one, determined from time
to time by a vote of a majority of the directors then in office. Pursuant to
Burlington Resources' by-laws, directors are elected at the annual meeting of
stockholders for a term of one year.
Amendments to the Certificate of Incorporation. Under the DGCL, a proposed
amendment to the certificate of incorporation requires a resolution adopted by
the board of directors and, unless otherwise provided in the certificate of
incorporation, the affirmative vote of the holders of a majority of the
outstanding stock entitled to vote thereon and (if applicable) the affirmative
vote of the holders of a majority of the outstanding stock of each class
entitled to vote thereon as a class. If any amendment would adversely affect the
rights of any holders of shares of a class or series of stock, the vote of the
holders of a majority of all outstanding shares of the class or series, voting
as a class, is also necessary to authorize the amendment. Burlington Resources'
certificate of incorporation provides that no amendment to the certificate of
incorporation shall amend, alter or repeal the provisions of Article 14 (action
by stockholders without a meeting) or Article 15 (special voting requirements)
without the affirmative vote of not less than 51% of the voting stock (as it is
defined in the certificate of incorporation), excluding the vote of any
interested stockholder.
By-Laws. Under the DGCL, the power to adopt, alter and repeal the by-laws
is vested in the stockholders, except to the extent that a corporation's
certificate of incorporation or by-laws vest it in the board of directors.
However, the conferral of the power to adopt, alter and repeal the by-laws upon
the directors does not divest the stockholders of their power to adopt, amend or
repeal the by-laws. Burlington Resources' certificate of incorporation grants
the board of directors the power to make and alter the by-laws subject to
certain restrictions and the provisions of the by-laws. With certain exceptions
and subject to the power of the stockholders to amend and alter the by-laws, the
by-laws provide that the by-laws may be altered or repealed:
o by the affirmative vote of the holders of a majority of shares present
or represented and entitled to vote at a meeting of stockholders; or
o by the affirmative vote of a majority of the whole board of directors.
Special Meetings. The DGCL provides that a special meeting of stockholders
may be called by the board of directors or by any person or persons authorized
by a corporation's certificate of incorporation or by-laws. Burlington
Resources' by-laws provide that special meetings may be called only by a
majority of the board of directors, the chairman of the board, or the president.
Written Consent of Stockholders. Under the DGCL, unless otherwise provided
in the corporation's certificate of incorporation, any action required or
permitted to be taken at a meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a written consent or
consents setting forth the action taken are signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote upon such action were present and voted and such votes are delivered to the
corporation. Burlington Resources' certificate of incorporation provides that
any action by stockholders shall be taken at a meeting of stockholders and no
action may be taken by written consent of the stockholders.
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Preemptive Rights. Under the DGCL, a stockholder does not have preemptive
rights unless such rights are specifically granted in the corporation's
certificate of incorporation. Burlington Resources' certificate of incorporation
provides that no holder of stock of any class shall have, as such holder, any
preemptive or preferential right with respect to any stock of any class or to
any securities convertible into shares of stock.
Delaware Business Combination Law. Section 203 of the DGCL generally
prohibits a Delaware corporation from engaging in a business combination
(defined as a variety of transactions, including mergers, asset sales, issuance
of stock and other transactions resulting in a financial benefit to the
interested stockholder) with an "interested stockholder" (defined generally as a
person that is the beneficial owner of 15% or more of a corporation's
outstanding voting stock) for a period of three years following the date that
such person became an interested stockholder unless:
o prior to the date such person became an interested stockholder, the
board of directors of the corporation approved either the business
combination or the transaction that resulted in the stockholder's
becoming an interested stockholder;
o upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding stock held by directors who
are also officers of the corporation and employee stock ownership
plans that do not provide employees with the right to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or
o on or subsequent to the date such person became an interested
stockholder, the business combination is approved by the board of
directors of the corporation and authorized at a meeting of
stockholders, and not by written consent, by the affirmative vote of
the holders of at least 66 2/3% of the outstanding voting stock of the
corporation not owned by the interested stockholder.
A corporation may adopt an amendment to its certificate of incorporation or
by-laws expressly electing not to be governed by Section 203 of the DGCL if, in
addition to any other vote required by law, the amendment is approved by the
affirmative vote of a majority of the shares entitled to vote. However, the
amendment generally will not be effective until 12 months after its adoption and
will not apply to a business combination with an interested stockholder who was
such on or prior to the adoption of the amendment. Burlington Resources has not
adopted an amendment to its certificate of incorporation or by-laws by which it
elects not to be governed by Section 203 of the DGCL.
DESCRIPTION OF TRUST PREFERRED
SECURITIES AND TRUST GUARANTEES
Trust Preferred Securities
Each declaration of trust will authorize its trustees to issue one series
of trust preferred securities and one series of trust common securities
(together, the "trust securities"). Each declaration will be qualified as an
indenture under the Trust Indenture Act.
The trust preferred securities will have the terms set forth in the
applicable declaration or made part of the declaration by the Trust Indenture
Act. You should read the prospectus supplement relating to the particular trust
preferred securities of a trust for specific terms, including:
o the distinctive designation of trust preferred securities;
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o the number of trust preferred securities to be issued;
o the annual distribution rate (or method of determining such rate) for
trust preferred securities and the date or dates upon which such
distributions will be payable;
o whether distributions on trust preferred securities will be
cumulative, and, in the case of trust preferred securities having
cumulative distribution rights, the date or dates or method of
determining the date or dates from which distributions on the
securities will be cumulative;
o the amount or amounts which will be paid out of the assets of the
trust to the holders of trust preferred securities upon voluntary or
involuntary dissolution, winding-up or termination of the trust;
o any conversion or exchange provisions applicable to the trust
preferred securities;
o the terms and conditions, if any, upon which the related series of the
applicable subordinated debt securities may be distributed to holders
of trust preferred securities;
o the obligation, if any, of the Burlington Resources trust to purchase
or redeem the trust preferred securities it issued and the price or
prices at which, the period or periods within which and the terms and
conditions upon which these securities will be purchased or redeemed,
in whole or in part, pursuant to such obligation;
o the voting rights, if any, of trust preferred securities in addition
to those required by law, including the number of votes per trust
preferred security and any requirement for the approval by the holders
of trust preferred securities as a condition to specified action or
amendments to the declaration of the trust; and
o any other specific terms of the trust preferred securities.
Pursuant to each declaration, the property trustee will own the
subordinated debt securities purchased by the applicable trust for the benefit
of the holders of the trust preferred securities. Burlington Resources will
guarantee to the extent described under the heading "-- Trust Guarantees" the
payment of distributions out of money held by the trusts and payments upon
redemption of trust preferred securities or liquidation of any trust.
The material federal income tax considerations applicable to an investment
in trust preferred securities will be described in the prospectus supplement
relating thereto.
Trust Common Securities
In connection with the issuance of trust preferred securities, each
Burlington Resources trust will also issue one series of trust common
securities. Each declaration of trust authorizes the administrative trustee of a
trust to issue on behalf of the trust one series of trust common securities with
the terms set forth in the declaration of trust. Except as otherwise provided in
the prospectus supplement relating to the trust preferred securities, the terms
of the trust common securities will be substantially identical to the terms of
each trust preferred security. The trust common securities will rank equally and
payments will be made pro rata with the trust preferred securities. However,
upon an event of default under the indenture governing the subordinated debt
securities, the rights of the holders of the trust common securities to payment
in respect of distributions and payments upon liquidation, redemption and
otherwise will be subordinated to the rights of the holders of the trust
preferred securities. Except in limited circumstances, the trust common
securities will also carry the right to vote and to
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appoint, remove or replace any of the trustees of a trust. Burlington Resources
will own, directly or indirectly, all of the trust common securities of each
trust.
Trust Guarantees
Set forth below is a summary of information concerning the trust guarantees
that Burlington Resources will execute and deliver for the benefit of the
holders of trust preferred securities of the respective trusts. The accompanying
prospectus supplement will describe any significant differences between the
actual terms of the trust guarantees and the summary below. Because this is a
summary, it does not contain all of the information in the trust guarantee. You
should read the entire trust guarantee, which will be filed with the SEC and
incorporated by reference as an exhibit to the registration statement of which
this prospectus forms a part.
General. Burlington Resources will irrevocably and unconditionally agree,
to the extent set forth in the trust guarantee, to pay in full, to the holders
of trust securities as and when due, regardless of any defense, right of set-off
or counterclaim which the applicable trust may have or assert:
o any accrued and unpaid distributions required to be paid on the trust
securities, to the extent the trust has available funds at such time;
o the redemption price, including all accrued and unpaid distributions,
payable out of available funds with respect to any trust securities
called for redemption by the trust; and
o if Burlington Resources liquidates the trust, except in connection
with the distribution of subordinated debt securities to the holders
of trust securities or the redemption of all of the trust securities
issued by the trust, the lesser of
(i) the aggregate of the liquidation preference and all accrued and
unpaid distributions on the trust securities of the series to the
date of payment and
(ii) the amount of assets of the trust remaining available for
distribution to holders of trust securities of the series in
liquidation.
Burlington Resources' obligation to make a trust guarantee payment may be
satisfied by direct payment of the required amounts by us to the holders of
trust securities or by causing the applicable trust to pay the required amounts
to the holders.
Amendments and Assignment. Generally, the trust guarantee with respect to
any series of trust securities may be changed only with the prior approval of
the holders of at least a majority in liquidation preference of the outstanding
trust preferred securities of the series. However, if the changes do not
adversely affect the rights of holders of trust preferred securities of any
series in any material respect, no vote will be required. We will describe the
manner of obtaining any approval of holders of the trust preferred securities of
each series in an accompanying prospectus supplement. All guarantees and
agreements contained in each trust guarantee shall bind Burlington Resources'
successors, assigns, receivers, trustees and representatives and will be for the
benefit of the holders of the applicable series of trust preferred securities
then outstanding.
Termination of the Trust Guarantees. Each trust guarantee will terminate as
to the trust preferred securities issued by the applicable trust upon:
o full payment of the redemption price of all trust securities of the
trust;
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o distribution of the subordinated debt securities held by the trust to
the holders of the trust securities of the trust; or
o full payment of the amounts payable in accordance with the declaration
of the trust upon liquidation of the trust.
Each trust guarantee will continue to be effective or will be reinstated,
as the case may be, if at any time any holder of trust preferred securities
issued by the applicable trust must restore payment of any sums paid under the
trust preferred securities or the trust guarantee. The subordination provisions
of the subordinated debt securities and the trust guarantees, respectively, will
provide that in the event payment is made on the subordinated debt securities or
the trust guarantees in contravention of such provisions such payments will be
paid over to the holders of senior indebtedness.
Ranking of the Trust Guarantee. Each trust guarantee will constitute
Burlington Resources' unsecured obligation and will rank:
o subordinate and junior in right of payment to all of Burlington
Resources' other liabilities;
o equally with the most senior preferred or preference stock, if any,
hereafter issued by Burlington Resources and with any guarantee
hereafter entered into by Burlington Resources in respect of any
preferred or preference stock or interests of any affiliate of
Burlington Resources; and
o senior to the common stock.
Each declaration will provide that each holder of trust securities by
accepting the security agrees to the subordination provisions and other terms of
the applicable trust guarantee.
Each trust guarantee will constitute a guarantee of payment and not of
collection. The trust guarantee will be deposited with the property trustee to
be held for the benefit of any series of trust securities. The property trustee
will have the right to enforce the trust guarantee on behalf of the holders of
any series of trust securities. The holders of not less than a majority in
aggregate liquidation preference of a series of trust preferred securities will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available in respect of the trust guarantee applicable to the
series of trust preferred securities, including giving directions to the
property trustee. If the property trustee fails to enforce the trust guarantee,
any holder of trust securities of a series to which the trust guarantee pertains
may institute a legal proceeding directly against Burlington Resources to
enforce its rights under the trust guarantee, without first instituting a legal
proceeding against the trust, or any other person or entity. Each trust
guarantee will not be discharged except by payment of the trust guarantee
payments in full to the extent not paid by the applicable trust, and by complete
performance of all obligations under such trust guarantee.
Governing Law. Each trust guarantee will be governed by and construed in
accordance with the laws of the State of New York.
PLAN OF DISTRIBUTION
We may sell the securities:
o through underwriters or dealers;
o through agents;
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o directly to purchasers; or
o through a combination of any such methods of sale.
Any underwriter, dealer or agent may be deemed to be an underwriter within
the meaning of the Securities Act. The prospectus supplement relating to any
offering of securities will set forth its offering terms, including the name or
names of any underwriters, the purchase price of the securities and the proceeds
to us from such sale, any underwriting discounts, commissions and other items
constituting underwriters' compensation, any initial public offering price, and
any underwriting discounts, commissions and other items allowed or reallowed or
paid to dealers, and any securities exchanges on which the securities may be
listed. Only underwriters so named in the prospectus supplement are deemed to be
underwriters in connection with the securities offered hereby.
If underwriters are used in the sale, they will acquire the securities for
their own account and may resell them from time to time in one or more
transactions, at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, or at prices related to such prevailing
market prices, or at negotiated prices. The securities may be offered to the
public either through underwriting syndicates represented by one or more
managing underwriters or directly by one or more of such firms. Unless otherwise
set forth in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all the offered securities if any are
purchased. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
Any agent involved in the offer or sale of the securities in respect of
which this prospectus is delivered will be named, and any commissions payable by
us to the agent will be set forth, in the accompanying prospectus supplement.
Unless otherwise indicated in the prospectus supplement, any such agent will be
acting on a best efforts basis for the period of its appointment.
If so indicated in the prospectus supplement, we will authorize
underwriters, dealers or agents to solicit offers by certain specified
institutions to purchase securities from us at the public offering price set
forth in the accompanying prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
These contracts will be subject to any conditions set forth in the accompanying
prospectus supplement and the prospectus supplement will set forth the
commission payable for solicitation of these contracts. The underwriters and
other persons soliciting these contracts will have no responsibility for the
validity or performance of any such contracts.
Securities offered may be a new issue of securities with no established
trading market. Any underwriters to whom or agents through whom these securities
are sold by us for public offering and sale may make a market in these
securities, but such underwriters or agents will not be obligated to do so and
may discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of or the trading market for any such securities.
Underwriters, dealers and agents may be entitled, under agreements entered
into with us, to indemnification by Burlington Resources, the Burlington
Resources trusts and/or Burlington Resources Finance Company against certain
civil liabilities, including liabilities under the Securities Act or to
contribution by us to payments they may be required to make in respect thereof.
Certain of the underwriters, agents or dealers and their associates may be
customers of, or engage in transactions with and perform services for us in the
ordinary course of business.
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LEGAL MATTERS
The legality of the debt and equity securities of Burlington Resources
other than the guarantees of the trust securities will be passed upon for us by
Cahill Gordon & Reindel, New York, New York. The legality of the trust
securities will be passed upon for us by Richards, Layton & Finger, P.A. The
legality of the debt securities of Burlington Resources Finance Company will be
passed upon for us by Stewart McKelvey Stirling Scales, Halifax, Nova Scotia,
Canada, and Cahill Gordon & Reindel. Certain legal matters will be passed on for
the underwriters, dealers or agents by Cravath, Swaine & Moore, New York, New
York. Kenneth W. Orce, a member of Burlington Resources' board of directors, is
a senior partner of Cahill Gordon & Reindel and, as of March 31, 2001,
beneficially owned 36,877 shares of Burlington Resources common stock, including
24,252 currently exercisable options.
EXPERTS
The consolidated financial statements of Burlington Resources Inc.
incorporated in this prospectus by reference to the Annual Report on Form 10-K
for the year ended December 31, 2001 have been so incorporated in reliance on
the report (which contains an explanatory paragraph relating to the Company's
change in accounting method for its derivatives and hedging activities as
described in Note 5 to the consolidated financial statements) of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The financial statements of Canadian Hunter Exploration Ltd. prior to
fiscal year 2001 incorporated in this prospectus by reference to the Burlington
Resources Inc. Annual Report on Form 10-K for the year ended December 31, 2001
have been so incorporated in reliance on the report of Ernst & Young LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The financial statements of Burlington Resources Canada Ltd. (formerly
Burlington Resources Canada Energy Ltd., formerly Poco Petroleums Ltd.) prior to
fiscal year 2000 incorporated in this prospectus by reference to the Burlington
Resources Inc. Annual Report on Form 10-K for the year ended December 31, 2001
have been so incorporated in reliance on the report of KPMG LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.*
Securities and Exchange Commission Registration
Fee**............................................... $ 38,750
Cost of Printing...................................... 50,000
Rating Agency Fees.................................... 200,000
Independent Accountants' Fees and Expenses............ 100,000
Legal Services and Expenses (including Blue Sky
fees and expenses).................................. 200,000
Trustees' Fees and Expenses........................... 25,000
Miscellaneous......................................... 5,000
-----------
Total............................................ $ 618,750
===========
----------
* Other than the Securities and Exchange Commission Registration Fee, all
amounts set forth above are estimates.
** Excludes fees of $99,250 which are a portion of the fees previously paid in
connection with $1,500,000,000 of securities of the registrants under
Registration Statement No. 333-61600, of which $397,000,000 of securities
remain unsold. Such Registration Statement was declared effective on June
29, 2001.
ITEM 15. Indemnification of Directors and Officers.
Burlington Resources Inc.
Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a Delaware corporation may indemnify directors and officers as well as
other employees and individuals against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than action by or in the right of the corporation -- a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) actually and reasonably incurred
in connection with the defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement, or otherwise.
Article X of Burlington Resources Inc.'s by-laws requires indemnification
of directors and officers to the full extent permitted under Delaware law as
from time to time in effect. Subject to any restrictions imposed by Delaware
law, Burlington Resources Inc.'s by-laws provide a right to indemnification for
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) actually and
reasonably incurred or suffered by any person in connection with any actual or
threatened proceeding by reason of the fact that such person is or was serving
as a director or officer of Burlington Resources Inc., or is or was serving at
the request of Burlington Resources Inc. as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including service with re-
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spect to an employee benefit plan. Burlington Resources Inc.'s by-laws also
provide that it may, by action of its board of directors, provide
indemnification to its employees or agents with the same scope and effect as the
foregoing indemnification of directors and officers.
Section 102(b)(7) of the DGCL permits a Delaware corporation to provide in
its certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payments of unlawful dividends or unlawful
stock purchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.
Article 13 of Burlington Resources Inc.'s certificate of incorporation
provides that to the full extent that the DGCL, as it now exists or may
hereafter be amended, permits the limitation or elimination of the liability of
directors, a director of Burlington Resources Inc. shall not be liable to
Burlington Resources Inc. or its stockholders for monetary damages for breach of
fiduciary duty as a director. Any amendment to or repeal of such Article 13
shall not adversely affect any right or protection of a director of Burlington
Resources Inc. for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal. The DGCL and Burlington Resources
Inc.'s certificate of incorporation may have no effect on claims arising under
the federal securities laws.
Burlington Resources Inc. maintains directors' and officers' liability
insurance which provides for payment, on behalf of the directors and officers of
Burlington Resources Inc. and its subsidiaries, of certain losses of such
persons (other than matters uninsurable under law) arising from claims,
including claims arising under the Securities Act, for acts or omissions by such
persons while acting as directors or officers of Burlington Resources Inc.
and/or its subsidiaries, as the case may be.
Burlington Resources Trusts
Prior to the issuance of trust preferred securities by a Burlington
Resources trust, the existing declaration of trust pursuant to which such
Burlington Resources trust is organized will be amended and restated to provide
that no trustee, or affiliate of any trustee, or officer, director, shareholder,
employee, representative or agent of any regular trustee or of any such
affiliate, or employee or agent of the applicable Burlington Resources trust or
its affiliates (each an "Indemnified Person") shall be liable, responsible or
accountable in damages or otherwise for any loss, damage or claim incurred by
reason of any act or omission performed or omitted by such Indemnified Person in
good faith on behalf of the Burlington Resources trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by such declaration of trust or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's gross negligence or
willful misconduct with respect to such act or omission. Each declaration of
trust will also provide that to the fullest extent permitted by applicable law,
Burlington Resources Inc. shall indemnify and hold harmless each Indemnified
Person from and against any loss, damage or claim incurred by such Indemnified
Person by reason of any act or omission performed or omitted by such Indemnified
Person in good faith on behalf of the applicable Burlington Resources trust and
in a manner such Indemnified Person reasonably believed to be within the scope
of authority conferred on such Indemnified Person by such declaration of trust,
except that no Indemnified Person shall be entitled to be indemnified in respect
of any loss, damage or claim incurred by such Indemnified Person by reason of
gross negligence or willful misconduct with respect to such act or omission.
Each declaration of trust will further provide that, to the fullest extent
permitted by applicable law, expenses (including legal fees) incurred by an
Indemnified Person in defending any claim, demand, action, suit or proceeding
shall, from time to time, be advanced by Burlington Resources Inc. prior to the
final disposition of such claim, demand, action, suit or proceeding upon receipt
of an undertaking by or on behalf of the Indemnified Person to repay such amount
if it shall be determined that the
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Indemnified Person is not entitled to be indemnified for the underlying cause of
action as authorized by such declaration of trust.
Burlington Resources Finance Company
The Articles of Association of Burlington Resources Finance Company
provide, in substance, that every director and officer of Burlington Resources
Finance Company shall, in the absence of any dishonesty on the part of such
person, be indemnified by Burlington Resources Finance Company against all
costs, losses and expenses, including an amount paid to settle an action or
claim or satisfy a judgment, that such person may incur or become liable to pay
in respect of any claim made against such person or civil, criminal or
administrative action or proceeding to which such person is made a party by
reason of being or having been a director or officer of Burlington Resources
Finance Company.
The Registrants
Reference is made to the forms of underwriting agreements, to be filed as
Exhibits 1.1, 1.2 and 1.3 hereto, respectively, which contain provisions for
indemnification of each of the registrants, their directors, officers and any
controlling persons, by the underwriters against certain liabilities for
information furnished by the underwriters.
For a statement of the registrants' undertakings with respect to
indemnification of directors and officers, see Item 17 below.
ITEM 16. Exhibits.
1.1** -- Form of Underwriting Agreement among Burlington Resources Inc. and
the Underwriter(s) with respect to Debt Securities of Burlington
Resources Inc., Common Stock of Burlington Resources Inc. and
Preferred Stock of Burlington Resources Inc. (incorporated herein by
reference to Exhibit 1.1 to Burlington Resources Inc.'s Registration
Statement No. 333-83163).
1.2** -- Form of Underwriting Agreement among Burlington Resources Finance
Company, Burlington Resources Inc. and the Underwriter(s) with respect
to Debt Securities of Burlington Resources Finance Company
(incorporated herein by reference to Exhibit 1 to Burlington Resources
Inc.'s Form 8-K filed February 8, 2001).
1.3* -- Form of Underwriting Agreement among the Burlington Resources
trusts, Burlington Resources Inc. and the Underwriter(s) with respect
to trust preferred securities.
1.4* -- Form of Agency Agreement.
1.5* -- Form of Distribution Agreement.
4.1** -- Form of Senior Indenture of Burlington Resources Inc.
(incorporated herein by reference to Exhibit 4.1 to Burlington
Resources Inc.'s Registration Statement No. 333-61600).
4.2** -- Form of Subordinated Indenture of Burlington Resources Inc.
(incorporated herein by reference to Exhibit 4.2 to Burlington
Resources Inc.'s Registration Statement No. 333-61600).
4.3** -- Indenture, dated as of February 12, 2001, between Burlington
Resources Finance Company and Citibank, N.A., (as Trustee)
(incorporated herein by reference to Exhibit 4.1 to Burlington
Resources Inc.'s Registration Statement No. 333- on Form S-4 filed
April 29, 2002).
4.4** -- Certificate of Trust of Burlington Resources Capital I
(incorporated herein by reference to Exhibit 4.3 to Burlington
Resources Inc.'s Registration Statement No. 333-52213).
4.5** -- Certificate of Trust of Burlington Resources Capital II
(incorporated herein by reference to Exhibit 4.4 to Burlington
Resources Inc.'s Registration Statement No. 333-52213).
4.6** -- Declaration of Trust of Burlington Resources Capital I
(incorporated herein by reference to Exhibit 4.5 to Burlington
Resources Inc.'s Registration Statement No. 333-52213).
4.7** -- Declaration of Trust of Burlington Resources Capital II
(incorporated herein by reference to Exhibit 4.6 to Burlington
Resources Inc.'s Registration Statement No. 333-52213).
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4.8** -- Form of Guarantee relating to Burlington Resources Capital I
(incorporated herein by reference to Exhibit 4.8 to Burlington
Resources Inc.'s Registration Statement No. 333-61600).
4.9** -- Form of Guarantee relating to Burlington Resources Capital II
(incorporated herein by reference to Exhibit 4.9 to Burlington
Resources Inc.'s Registration Statement No. 333-61600).
4.10** -- Guarantee Agreement, dated February 12, 2001, of Burlington
Resources Inc. with respect to Senior Debt Securities of Burlington
Resources Finance Company (incorporated herein by reference to Exhibit
4.5 to Burlington Resources Inc.'s Registration Statement No. 333- on
Form S-4 filed April 29, 2002).
4.11* -- Form of Senior Debt Security of Burlington Resources Inc.
4.12* -- Form of Subordinated Debt Security of Burlington Resources Inc.
4.13** -- Form of Senior Debt Security of Burlington Resources Finance
Company with Form of Guarantee of Burlington Resources Inc.
(incorporated herein by reference to Exhibit 4.3 to Burlington
Resources Inc.'s Form 8-K filed February 8, 2001).
4.14 -- Copies of the instruments with respect to Burlington Resources
Inc.'s long-term debt either have been filed with the Securities and
Exchange Commission or are available to the Securities and Exchange
Commission upon request.
4.15** -- Form of Rights Agreement dated as of December 16, 1998, between
Burlington Resources Inc. and EquiServe Trust Company, N.A. (the
current Rights Agent), which includes, as Exhibit A thereto, the form
of Certificate of Designation specifying terms of the Series A Junior
Participating Preferred Stock and, as Exhibit B thereto, the form of
Rights Certificate (incorporated herein by reference to Exhibit 1 to
Burlington Resources Inc.'s Form 8-A filed December 18, 1998).
4.16** -- Form of Amended and Restated Declaration of Trust of Burlington
Resources Capital I (incorporated herein by reference to Exhibit 4.17
to Burlington Resources Inc.'s Registration Statement No. 333-61600).
4.17** -- Form of Amended and Restated Declaration of Trust of Burlington
Resources Capital II (incorporated herein by reference to Exhibit 4.18
to Burlington Resources Inc.'s Registration Statement No. 333-61600).
4.18** -- Form of Indenture of Burlington Resources Inc. in relation to the
Trust Preferred Securities (incorporated herein by reference to
Exhibit 4.19 to Burlington Resources Inc.'s Registration Statement No.
333-61600).
5.1 -- Opinion of Cahill Gordon & Reindel.
5.2 -- Opinion of Richards, Layton & Finger, P.A.
5.3 -- Opinion of Stewart McKelvey Stirling Scales.
8.1* -- Opinion of White & Case LLP as to certain United States federal
income tax matters.
8.2* -- Opinion of Bennett Jones LLP as to certain Canadian federal income
tax matters.
12.1 -- Statement of Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of Independent Accountants-- PricewaterhouseCoopers LLP
23.2 -- Consent of Independent Accountants-- KPMG LLP
23.3 -- Consent of Independent Accountants-- Ernst & Young LLP
23.4 -- Consent of Cahill Gordon & Reindel (included as part of Exhibit
5.1).
23.5 -- Consent of Richards, Layton & Finger, P.A. (included in Exhibit
5.2).
23.6 -- Consent of Stewart McKelvey Stirling Scales (included as part of
Exhibit 5.4).
23.7* -- Consent of White & Case LLP (included in Exhibit 8.1).
23.8* -- Consent of Bennett Jones LLP (included in Exhibit 8.2).
24.1 -- Powers of Attorney (see pages II-8 and II-11).
25.1* -- Form T-1 Statement of Eligibility of the Trustee under the
Burlington Resources Inc. Indenture under the Trust Indenture Act of
1939, as amended.
25.2* -- Form T-1 Statement of Eligibility of the Trustee under the
Burlington Resources Inc. Subordinated Indenture under the Trust
Indenture Act of 1939, as amended.
25.3** -- Form T-1 Statement of Eligibility of the Trustee under the
Burlington Resources Finance Com-
II-4
pany Indenture under the Trust Indenture Act of 1939, as amended
(incorporated herein by reference to Exhibit 25 to Burlington
Resources Inc.'s Form 8-K filed February 8, 2001).
25.4* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank, as Trustee under the Declaration of
Trust of Burlington Resources Capital I.
25.5* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank, as Trustee under the Declaration of
Trust of Burlington Resources Capital II.
25.6* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank, as Trustee under the Trust Guarantee
of Burlington Resources Inc. for the benefit of the holders of Trust
preferred securities of Burlington Resources Capital I.
25.7* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank, as Trustee under the Preferred
Securities Guarantee of Burlington Resources, Inc. for the benefit of
the holders of trust preferred securities of Burlington Resources
Capital II.
-----------------
* To be filed either by amendment or as an exhibit to an Exchange Act Report
of Burlington Resources Inc. and incorporated herein by reference.
** Incorporated herein by reference as indicated.
ITEM 17. Undertakings.
a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; notwithstanding the foregoing, any increase or
decrease in volume of securities being offered (if the total dollar value
of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) under the Securities Act if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and (ii)
of this paragraph do not apply if the Registration Statement is on Form S-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the Registrants pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
II-5
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of a
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrants of expenses incurred or paid by a director, officer or controlling
person of the Registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrants will, unless in
the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
d) The undersigned Registrants hereby undertake that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
e) The undersigned Registrants hereby undertake to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of section 310 of the Trust Indenture Act ("Act") in accordance
with the rules and regulations prescribed by the Commission under section
305(b)(2) of the Act.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Burlington Resources Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Houston, State of Texas, on the 29th
day of April, 2002.
BURLINGTON RESOURCES INC.
By: /s/ Bobby S. Shackouls
----------------------------------------
Name: Bobby S. Shackouls
Title: Chairman of the Board, President,
Chief Executive Officer and Director
II-7
BURLINGTON RESOURCES INC.
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Steven J. Shapiro and L. David Hanower, or either of them, as attorney-in-fact,
with full power of substitution, to execute in the name and on behalf of such
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments as well as any new Registration Statement pursuant to Rule 462(b) of
the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 29th day of April, 2002.
Signature Title
--------- -----
/s/ Bobby S. Shackouls Chairman of the Board, President, Chief
--------------------------- Executive Officer and Director
Bobby S. Shackouls
/s/ Steven J. Shapiro Senior Vice President and Chief Financial
--------------------------- Officer
Steven J. Shapiro
/s/ Joseph P. McCoy Vice President, Controller and Chief Accounting
--------------------------- Officer
Joseph P. McCoy
/s/ Reuben V. Anderson
--------------------------- Director
Reuben V. Anderson
/s/ Laird I. Grant
--------------------------- Director
Laird I. Grant
/s/ Robert J. Harding
--------------------------- Director
Robert J. Harding
/s/ John T. LaMacchia
--------------------------- Director
John T. LaMacchia
/s/ James F. McDonald
--------------------------- Director
James F. McDonald
/s/ Kenneth W. Orce
--------------------------- Director
Kenneth W. Orce
/s/ Donald M. Robert
--------------------------- Director
Donald M. Roberts
/s/ John F. Schwarz
--------------------------- Director
John F. Schwarz
/s/ Walter Scott, Jr.
--------------------------- Director
Walter Scott, Jr.
/s/ William E. Wade
--------------------------- Director
William E. Wade
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
each of Burlington Resources Capital I and Burlington Resources Capital II
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Houston, State of Texas on the 29th day of April,
2002.
BURLINGTON RESOURCES CAPITAL I,
a Delaware business trust
By: Burlington Resources Inc.,
as Depositor
By: /s/ Steven J. Shapiro
---------------------------------------------------
Name: Steven J. Shapiro
Title: Senior Vice President and
Chief Financial Officer
BURLINGTON RESOURCES CAPITAL II,
a Delaware business trust
By: Burlington Resources Inc.,
as Depositor
By: /s/ Steven J. Shapiro
---------------------------------------------------
Name: Steven J. Shapiro
Title: Senior Vice President and
Chief Financial Officer
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Burlington Resources Finance Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Calgary, Province of
Alberta, Dominion of Canada, on the 29th day of April, 2002.
BURLINGTON RESOURCES FINANCE COMPANY
By: /s/ Mark E. Ellis
---------------------------------------------------
Name: Mark E. Ellis
Title: President and Director
II-10
BURLINGTON RESOURCES FINANCE COMPANY
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Steven J. Shapiro and L. David Hanower, or either of them, as attorney-in-fact,
with full power of substitution, to execute in the name and on behalf of such
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments as well as any new Registration Statement pursuant to Rule 462(b) of
the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the day of , 2002.
Signature Title
/s/ Mark E. Ellis
----------------------------- President and Director
Mark E. Ellis
/s/ Steven J. Shapiro
----------------------------- Senior Vice President, Chief Financial
Steven J. Shapiro Officer and Director
/s/ L. David Hanower
----------------------------- Senior Vice President and Director
L. David Hanower
/s/ Joseph P. McCoy
----------------------------- Vice President and Controller
Joseph P. McCoy
/s/ Martin A. Lambert
----------------------------- Director
Martin A. Lambert
/s/ Robert R. Rooney
----------------------------- Director
Robert R. Rooney
/s/ C. Perry Spitznagel
----------------------------- Director
C. Perry Spitznagel
II-11
INDEX TO EXHIBITS
1.1** -- Form of Underwriting Agreement among Burlington Resources Inc. and
the Underwriter(s) with respect to Debt Securities of Burlington
Resources Inc., Common Stock of Burlington Resources Inc. and
Preferred Stock of Burlington Resources Inc. (incorporated herein by
reference to Exhibit 1.1 to Burlington Resources Inc.'s Registration
Statement No. 333-83163).
1.2** -- Form of Underwriting Agreement among Burlington Resources Finance
Company, Burlington Resources Inc. and the Underwriter(s) with respect
to Debt Securities of Burlington Resources Finance Company
(incorporated herein by reference to Exhibit 1 to Burlington Resources
Inc.'s Form 8-K filed February 8, 2001).
1.3* -- Form of Underwriting Agreement among the Burlington Resources
trusts, Burlington Resources Inc. and the Underwriter(s) with respect
to trust preferred securities.
1.4* -- Form of Agency Agreement.
1.5* -- Form of Distribution Agreement.
4.1** -- Form of Senior Indenture of Burlington Resources Inc.
(incorporated herein by reference to Exhibit 4.1 to Burlington
Resources Inc.'s Registration Statement No. 333-61600).
4.2** -- Form of Subordinated Indenture of Burlington Resources Inc.
(incorporated herein by reference to Exhibit 4.2 to Burlington
Resources Inc.'s Registration Statement No. 333-61600).
4.3** -- Indenture, dated as of February 12, 2001, between Burlington
Resources Finance Company and Citibank, N.A., (as Trustee)
(incorporated herein by reference to Exhibit 4.1 to Burlington
Resources Inc.'s Registration Statement No. 333- on Form S-4 filed
April 29, 2002).
4.4** -- Certificate of Trust of Burlington Resources Capital I
(incorporated herein by reference to Exhibit 4.3 to Burlington
Resources Inc.'s Registration Statement No. 333-52213).
4.5** -- Certificate of Trust of Burlington Resources Capital II
(incorporated herein by reference to Exhibit 4.4 to Burlington
Resources Inc.'s Registration Statement No. 333-52213).
4.6** -- Declaration of Trust of Burlington Resources Capital I
(incorporated herein by reference to Exhibit 4.5 to Burlington
Resources Inc.'s Registration Statement No. 333-52213).
4.7** -- Declaration of Trust of Burlington Resources Capital II
(incorporated herein by reference to Exhibit 4.6 to Burlington
Resources Inc.'s Registration Statement No. 333-52213).
4.8** -- Form of Guarantee relating to Burlington Resources Capital I
(incorporated herein by reference to Exhibit 4.8 to Burlington
Resources Inc.'s Registration Statement No. 333-61600).
4.9** -- Form of Guarantee relating to Burlington Resources Capital II
(incorporated herein by reference to Exhibit 4.9 to Burlington
Resources Inc.'s Registration Statement No. 333-61600).
4.10** -- Guarantee Agreement, dated February 12, 2001, of Burlington
Resources Inc. with respect to Senior Debt Securities of Burlington
Resources Finance Company (incorporated herein by reference to Exhibit
4.5 to Burlington Resources Inc.'s Registration Statement No. 333- on
Form S-4 filed April 29, 2002).
4.11* -- Form of Senior Debt Security of Burlington Resources Inc.
4.12* -- Form of Subordinated Debt Security of Burlington Resources Inc.
4.13** -- Form of Senior Debt Security of Burlington Resources Finance
Company with Form of Guarantee of Burlington Resources Inc.
(incorporated herein by reference to Exhibit 4.3 to Burlington
Resources Inc.'s Form 8-K filed February 8, 2001).
4.14 -- Copies of the instruments with respect to Burlington Resources
Inc.'s long-term debt either have been filed with the Securities and
Exchange Commission or are available to the Securities and Exchange
Commission upon request.
4.15** -- Form of Rights Agreement dated as of December 16, 1998, between
Burlington Resources Inc. and EquiServe Trust Company, N.A. (the
current Rights Agent), which includes, as Exhibit A thereto, the form
of Certificate of Designation specifying terms of the Series A Junior
Participating Preferred Stock and, as Exhibit B thereto, the form of
Rights Certificate (incorporated herein by reference to Exhibit 1 to
Burlington Resources Inc.'s Form 8-A filed December 18, 1998).
4.16** -- Form of Amended and Restated Declaration of Trust of Burlington
Resources Capital I
II-12
(incorporated herein by reference to Exhibit 4.17 to Burlington
Resources Inc.'s Registration Statement No. 333-61600).
4.17** -- Form of Amended and Restated Declaration of Trust of Burlington
Resources Capital II (incorporated herein by reference to Exhibit 4.18
to Burlington Resources Inc.'s Registration Statement No. 333-61600).
4.18** -- Form of Indenture of Burlington Resources Inc. in relation to the
Trust Preferred Securities (incorporated herein by reference to
Exhibit 4.19 to Burlington Resources Inc.'s Registration Statement No.
333-61600).
5.1 -- Opinion of Cahill Gordon & Reindel.
5.2 -- Opinion of Richards, Layton & Finger, P.A.
5.3 -- Opinion of Stewart McKelvey Stirling Scales.
8.1* -- Opinion of White & Case LLP as to certain United States federal
income tax matters.
8.2* -- Opinion of Bennett Jones LLP as to certain Canadian federal income
tax matters.
12.1 -- Statement of Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of Independent Accountants-- PricewaterhouseCoopers LLP
23.2 -- Consent of Independent Accountants-- KPMG LLP
23.3 -- Consent of Independent Accountants-- Ernst & Young LLP
23.4 -- Consent of Cahill Gordon & Reindel (included as part of Exhibit
5.1).
23.5 -- Consent of Richards, Layton & Finger, P.A. (included in Exhibit
5.2).
23.6 -- Consent of Stewart McKelvey Stirling Scales (included as part of
Exhibit 5.4).
23.7* -- Consent of White & Case LLP (included in Exhibit 8.1).
23.8* -- Consent of Bennett Jones LLP (included in Exhibit 8.2).
24.1 -- Powers of Attorney (see pages II-8 and II-11).
25.1* -- Form T-1 Statement of Eligibility of the Trustee under the
Burlington Resources Inc. Indenture under the Trust Indenture Act of
1939, as amended.
25.2* -- Form T-1 Statement of Eligibility of the Trustee under the
Burlington Resources Inc. Subordinated Indenture under the Trust
Indenture Act of 1939, as amended.
25.3** -- Form T-1 Statement of Eligibility of the Trustee under the
Burlington Resources Finance Company Indenture under the Trust
Indenture Act of 1939, as amended (incorporated herein by reference to
Exhibit 25 to Burlington Resources Inc.'s Form 8-K filed February 8,
2001).
25.4* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank, as Trustee under the Declaration of
Trust of Burlington Resources Capital I.
25.5* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank, as Trustee under the Declaration of
Trust of Burlington Resources Capital II.
25.6* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank, as Trustee under the Trust Guarantee
of Burlington Resources Inc. for the benefit of the holders of Trust
preferred securities of Burlington Resources Capital I.
25.7* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank, as Trustee under the Preferred
Securities Guarantee of Burlington Resources, Inc. for the benefit of
the holders of trust preferred securities of Burlington Resources
Capital II.
-----------------
* To be filed either by amendment or as an exhibit to an Exchange Act Report
of Burlington Resources Inc. and incorporated herein by reference.
** Incorporated herein by reference as indicated.
II-13