1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-9971
BURLINGTON RESOURCES INC.
5051 WESTHEIMER, SUITE 1400, HOUSTON, TEXAS 77056
TELEPHONE: (713) 624-9500
INCORPORATED IN THE STATE OF DELAWARE EMPLOYER IDENTIFICATION NO. 91-1413284
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
COMMON STOCK, PAR VALUE $.01 PER SHARE
PREFERRED STOCK PURCHASE RIGHTS
THE ABOVE SECURITIES ARE REGISTERED ON THE NEW YORK STOCK EXCHANGE.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No_____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant: Common Stock aggregate market value as of December 31, 1998:
$6,352,244,802
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. Class: Common Stock,
par value $.01 per share, on December 31, 1998, Shares Outstanding: 177,375,073
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated:
Burlington Resources Inc. 1998 Annual Report to stockholders, which is
incorporated by reference into Part I and Part II of this Form 10-K.
Burlington Resources Inc. definitive proxy statement, to be filed not later
than 120 days after the end of the fiscal year covered by this report, is
incorporated by reference into Part III.
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BURLINGTON RESOURCES INC.
TABLE OF CONTENTS
PAGE
PART I
Items One and Two
Business and Properties................................ 1
Employees.............................................. 2
Item Three
Legal Proceedings...................................... 2
Item Four
Submission of Matters to a Vote of Security Holders.... 4
PART II
Item Five
Market for Registrant's Common Equity and Related
Stockholder Matters................................... 4
Item Six
Selected Financial Data................................ 4
Item Seven and Seven A
Management's Discussion and Analysis of Financial
Condition and Results of Operations and Quantitative
and Qualitative Disclosures About Market Risk......... 4
Item Eight
Financial Statements and Supplementary Financial
Information........................................... 7
Item Nine
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................... 7
PART III
Items Ten and Eleven
Directors and Executive Officers of the Registrant and
Executive Compensation................................ 7
Item Twelve
Security Ownership of Certain Beneficial Owners and
Management............................................ 7
Item Thirteen
Certain Relationships and Related Transactions......... 8
PART IV
Item Fourteen
Exhibits, Financial Statement Schedules and Reports on
Form 8-K.............................................. 8
3
PART I
ITEMS ONE AND TWO
BUSINESS AND PROPERTIES
Burlington Resources Inc. ("BR") is a holding company engaged, through its
principal subsidiaries, Burlington Resources Oil & Gas Company and The Louisiana
Land and Exploration Company ("LL&E"), acquired October 22, 1997, and their
affiliated companies (collectively the "Company"), in the exploration,
development, production and marketing of oil and gas.
For additional information concerning Items One and Two, see pages 6
through 19 of the BR 1998 Annual Report, which information is incorporated
herein by reference.
OTHER MATTERS
Competition. The Company actively competes for reserve acquisitions,
exploration leases and sales of oil and gas, frequently against companies with
substantially larger financial and other resources. In its marketing activities,
the Company competes with numerous companies for the sale of oil, gas and
natural gas liquids ("NGLs"). Competitive factors in the Company's business
include price, contract terms, quality of service, pipeline access,
transportation discounts and distribution efficiencies.
Regulation of Oil and Gas Production, Sales and Transportation. The oil
and gas industry is subject to regulation by numerous national, state and local
governmental agencies and departments in the countries in which the Company
operates, compliance with which is often difficult and costly and some of which
carry substantial noncompliance penalties and risks. Statutes, rules,
regulations or guidelines require drilling permits, drilling bonds and operating
reports. Most jurisdictions in which the Company operates also have statutes,
rules, regulations or guidelines governing conservation matters, including the
unitization or pooling of oil and gas properties and the establishment of
maximum rates of production from oil and gas wells. Many jurisdictions also
limit production to the market demand for oil and gas. Such statutes, rules,
regulations or guidelines may limit the rate at which oil and gas could
otherwise be produced from the Company's properties. All of the Company's sales
of its domestic gas are deregulated.
The Company operates various gathering systems. The United States
Department of Transportation and certain state agencies regulate, under various
statutes, rules or regulations, the safety and operating aspects of the
transportation and storage activities of these facilities by prescribing
standards.
The Federal Energy Regulatory Commission ("FERC") has implemented policies,
subject to court review, allowing interstate pipeline companies to negotiate
their rates with individual shippers. The FERC is also considering allowing the
interstate pipeline companies to negotiate tariffed terms and conditions of
service. The Company will monitor the effects of these programs on its marketing
efforts but does not expect that these actions will have a material adverse
effect on the consolidated financial position or results of operations of the
Company.
Environmental Regulation. Various federal, state and local laws and
regulations relating to the protection of the environment, including the
discharge of materials into the environment, may affect the Company's domestic
operations and costs as a result of their effect on oil and gas exploration,
development and production operations. In addition, certain of the Company's
international operations are subject to environmental regulations administered
by foreign governments, including political subdivisions thereof, or by
international organizations.
Offshore oil and gas operations in the United States ("U.S.") are subject
to regulations of the U.S. Department of the Interior which currently imposes
absolute liability upon the lessee under a federal lease for the cost of
pollution cleanup resulting from the lessee's operations and could subject the
lessee to possible liability for pollution damages. In the event of a serious
incident of pollution, the U.S.
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Department of the Interior may require a lessee under a federal lease to suspend
or cease operations in the affected area.
The Company believes it is in substantial compliance with applicable
environmental laws and regulations. The Company does not anticipate that it will
be required under current environmental laws and regulations to expend amounts
that will have a material adverse effect on the consolidated financial position
or results of operations of the Company.
Filings of Reserve Estimates With Other Agencies. During 1998, the Company
filed estimates of oil and gas reserves for the year 1997 with the Department of
Energy. These estimates were not materially different from the reserve data
presented. For information concerning proved oil and gas reserves, see page 48
of the BR 1998 Annual Report, which information is incorporated herein by
reference.
EMPLOYEES
The Company had 1,678 and 1,819 employees at December 31, 1998 and 1997,
respectively. Currently, the Company has no union employees.
ITEM THREE
LEGAL PROCEEDINGS
The Company is involved in several proceedings challenging payment of
royalties for its crude oil and natural gas production.
On November 20, 1997, the Company and numerous other defendants entered
into a settlement agreement in a lawsuit styled as The McMahon Foundation, et
al. v. Amerada Hess Corporation, et al. This lawsuit is a proposed class action
consisting of both working interest owners and royalty owners against numerous
defendants, all of which are oil companies and/or purchasers of oil from oil
companies, including Burlington Resources Oil & Gas Company, formerly known as
Meridian Oil Inc. ("BROG") and LL&E. The plaintiffs allege that the defendants
conspired to fix, depress, stabilize and maintain at artificially low levels the
prices paid for oil by, among other things, setting their posted prices at
arbitrary levels below competitive market prices. Cases involving similar
allegations have been filed in federal courts in other states. On January 14,
1998, the United States Judicial Panel on Multidistrict Litigation issued an
order consolidating these cases and transferring the McMahon case to the United
States District Court for the Southern District of Texas in Corpus Christi. The
Company and other defendants have entered into a Settlement Agreement which
received preliminary approval by the Court on October 28, 1998. The Court has
set a hearing to finally determine the fairness, accuracy and reasonableness of
the Settlement Agreement beginning in April 1999.
The Company is also involved in several governmental proceedings relating
to the payment of royalties. Various administrative proceedings are pending
before the Minerals Management Service ("MMS") of the United States Department
of the Interior with respect to the proper valuation of oil and gas produced on
federal and Indian lands for purposes of paying royalties on production sold by
BROG to its affiliate, Burlington Resources Trading Inc. ("BRTI"), or gathered
by its affiliate, Burlington Resources Gathering Inc. In general, these
proceedings stem from regular MMS audits of the Company's royalty payments over
various periods of time and involve the interpretation of the relevant federal
regulations. Most of these administrative proceedings currently have been
suspended pending negotiations between the Company and the MMS to resolve their
disputes regarding the appropriate valuation methodology or pending resolution
of the federal False Claims Act litigation as hereinafter described.
In late February 1998, the Company and numerous other oil and gas companies
received a complaint filed in the United States District Court for the Eastern
District of Texas in Lufkin in a lawsuit styled as United States of America ex
rel J. Benjamin Johnson, Jr., et al. v. Shell Oil Company, et
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al. alleging violations of the civil False Claims Act. The United States has
intervened in this lawsuit as to some of the defendants, including the Company,
and has filed a separate complaint. This suit alleges that the Company underpaid
royalties for crude oil produced on federal and Indian lands through the use of
below-market posted prices in the sale of oil from BROG to BRTI. The suit
alleges that royalties paid by BROG based on these posted prices were lower than
the royalties allegedly required to be paid under federal regulations, and that
the forms filed by BROG with the MMS reporting the royalties paid were false,
thereby violating the civil False Claims Act. The Company and others have also
received document subpoenas and other inquiries from the Department of Justice
relating to the payment of royalties to the federal government for natural gas
production. These requests and inquiries have been made in the context of one or
more other False Claims Act cases brought by individuals which remain under seal
and are now being investigated by the Civil Division of the Department of
Justice. The Company has responded and continues to respond to these requests
and inquiries, but the Company does not know what action, if any, the Department
of Justice will take with regard to these other cases. If the government chooses
not to intervene and pursue these cases, the individuals who initially brought
these cases are free to pursue them in return for a share, if any, of any final
settlement or judgment. In addition, the Company has been advised that it is a
target of a criminal investigation by the United States Attorney for the
District of Wyoming into the alleged underpayment of oil and gas royalties. The
Company has responded to numerous grand jury document subpoenas in connection
with an investigation and is otherwise cooperating with the investigation.
Management cannot predict when the investigation will be completed or its
ultimate outcome.
Based on the Company's present understanding of the various governmental
proceedings relating to royalty payments, descibed in the preceding two
paragraphs, the Company believes that it has substantial defenses to these
claims and intends to vigorously assert such defenses. However, in the event
that the Company is found to have violated the civil False Claims Act or is
indicted or convicted on criminal charges, the Company could be subjected to a
variety of sanctions, including treble damages, substantial monetary fines,
civil and/or criminal penalties and a temporary suspension from entering into
future federal mineral leases and other federal contracts for a defined period
of time. While the ultimate outcome and impact on the Company cannot be
predicted with certainty, management believes that the resolution of these
proceedings will have a material adverse effect on the consolidated financial
position of the Company, although results of operations and cash flows could be
significantly impacted in the reporting periods in which such matters are
resolved.
In addition to the foregoing, the Company and its subsidiaries are named
defendants in numerous other lawsuits and named parties in numerous governmental
and other proceedings arising in the ordinary course of business. While the
outcome of these other lawsuits and proceedings cannot be predicted with
certainty, management believes these matters, other than the above-described
proceedings, will not have a material adverse effect on the consolidated
financial position, results of operations or cash flows of the Company.
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ITEM FOUR
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM FIVE
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's Common Stock is traded on the New York Stock Exchange under
the symbol "BR." At December 31, 1998, the number of common stockholders was
21,538.
For information concerning common stock prices and quarterly dividends, see
page 50 of the BR 1998 Annual Report, which information is incorporated herein
by reference.
ITEM SIX
SELECTED FINANCIAL DATA
For information concerning Item Six, see page 21 of the BR 1998 Annual
Report, which information is incorporated herein by reference.
ITEM SEVEN AND SEVEN A
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS AND QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For information concerning Item Seven, see pages 22, through 25 of the BR
1998 Annual Report, which information is incorporated herein by reference.
FORWARD-LOOKING STATEMENTS
The Company, in discussions of its future plans, objectives and expected
performance in periodic reports filed by the Company with the Securities and
Exchange Commission (or documents incorporated by reference therein) and in
written and oral presentations made by the Company, may include projections or
other forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934, as
amended. Such projections and forward-looking statements are based on
assumptions which the Company believes are reasonable, but are by their nature
inherently uncertain. In all cases, there can be no assurance that such
assumptions will prove correct or that projected events will occur, and actual
results could differ materially from those projected. Some of the important
factors that could cause actual results to differ from any such projections or
other forward-looking statements follow.
Commodity Pricing and Demand. Substantially all of the Company's crude oil
and natural gas production is sold on the spot market or under short-term
contracts at market sensitive prices. Spot market prices for domestic crude oil
and natural gas are subject to volatile trading patterns in the commodity
futures markets, including among others, the New York Mercantile Exchange
("NYMEX"), because of seasonal weather patterns, national supply and demand
factors and general economic conditions. Crude oil prices are also affected by
quality differentials, by worldwide political developments and by actions of the
Organization of Petroleum Exporting Countries. Although the futures markets
provide some indication of crude oil and natural gas prices for the subsequent
12 to 18 months, prices in the futures markets are subject to substantial
changes in relatively short periods of time.
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There is also a difference between the NYMEX futures contract price for a
particular month and the actual cash price received for that month in a U.S.
producing basin or at a U.S. market hub, which is referred to as the "basis
differential." Basis differentials, like the underlying commodity prices, can be
volatile because of regional supply and demand factors, including seasonal
factors and the availability and price of transportation to consuming areas.
In the ordinary course and conduct of its business, the Company utilizes
futures contracts traded on the NYMEX and the Kansas City Board of Trade, and
over-the-counter price and basis swaps and options with major crude oil and
natural gas merchants and financial institutions to hedge its price risk
exposure related to the Company's U.S. production. The gains and losses realized
as a result of these derivatives transactions are substantially offset in the
cash market when the hedged commodity is delivered. In order to accommodate the
needs of its customers, the Company also uses price swaps to convert gas sold
under fixed price contracts to market prices.
The Company uses a sensitivity analysis technique to evaluate the
hypothetical effect that changes in the market value of crude oil and natural
gas may have on the fair value of the Company's derivative instruments. At
December 31, 1998, the potential decrease in fair value of commodity derivative
instruments assuming a 10 percent adverse movement in the underlying commodities
would result in an 89% decrease in the net deferred amount.
For purposes of calculating the hypothetical change in fair value, the
relevant variables are the type of commodity (crude oil or natural gas), the
commodity futures prices, the volatility of commodity prices and the basis and
quality differentials. The hypothetical change in fair value is calculated by
multiplying the difference between the hypothetical price (adjusted for any
basis or quality differentials) and the contractual price by the contractual
volumes.
Changes in crude oil and natural gas prices (including basis differentials)
from those assumed in preparing projections and forward-looking statements could
cause the Company's actual financial results to differ materially from projected
financial results and can also impact the Company's determination of proved
reserves and the standardized measure of discounted future net cash flows
relative to crude oil and natural gas reserves. In addition, periods of sharply
lower commodity prices could affect the Company's production levels and/or cause
it to curtail capital spending projects and delay or defer exploration,
exploitation or development projects.
Projections relating to the price received by the Company for natural gas
also rely on assumptions regarding the availability and pricing of
transportation to the Company's key markets. In particular, the Company has
contractual arrangements for the transportation of natural gas from the San Juan
Basin eastward to Eastern and Midwestern markets or to market hubs in Texas,
Oklahoma and Louisiana. The natural gas price received by the Company could be
adversely affected by any constraints in pipeline capacity to serve these
markets.
Exploration and Production Risks. The Company's business is subject to all
of the risks and uncertainties normally associated with the exploration for and
development and production of crude oil and natural gas.
Reserves which require the use of improved recovery techniques for
production are included in proved reserves if supported by a successful pilot
project or the operation of an installed program. The process of estimating
quantities of proved reserves is inherently uncertain and involves subjective
engineering and economic determinations. In this regard, changes in the economic
conditions (including commodity prices) or operating conditions (including,
without limitation, exploration, development and production costs and expenses
and drilling results from exploration and development activity) could cause the
Company's estimated proved reserves or production to differ from those included
in any such forward-looking statements or projections.
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Projecting future crude oil and natural gas production is imprecise.
Producing oil and gas reservoirs eventually have declining production rates.
Projections of production rates rely on certain assumptions regarding historical
production patterns in the area or formation tests for a particular producing
horizon. Actual production rates could differ materially from such projections.
Production rates depend on a number of additional factors, including commodity
prices, market demand and the political, economic and regulatory climate.
Another major factor affecting the Company's production is its ability to
replace depleting reservoirs with new reserves through acquisition, exploration
or development programs. Exploration success is extremely difficult to predict
with certainty, particularly over the short term where the timing and extent of
successful results vary widely. Over the long term, the ability to replace
reserves depends not only on the Company's ability to locate crude oil and
natural gas reserves, but on the cost of finding and developing such reserves.
Moreover, development of any particular exploration or development project may
not be justified because of the commodity price environment at the time or
because of the Company's finding and development costs for such project. No
assurances can be given as to the level or timing of success that the Company
will be able to achieve in acquiring or finding and developing additional
reserves.
Projections relating to the Company's production and financial results rely
on certain assumptions about the Company's continued success in its acquisition
and asset rationalization programs and in its cost management efforts.
The Company's drilling operations are subject to various hazards common to
the oil and gas industry, including explosions, fires, and blowouts, which could
result in damage to or destruction of oil and gas wells or formations,
production facilities and other property and injury to people. They are also
subject to the additional hazards of marine operations, such as capsizing,
collision and damage or loss from severe weather conditions.
Development Risk. A significant portion of the Company's development plans
involve large projects in the Gulf of Mexico and other areas. A variety of
factors affect the timing and outcome of such projects including, without
limitation, approval by the other parties owning working interests in the
project, receipt of necessary permits and approvals by applicable governmental
agencies, the availability of the necessary drilling equipment, delivery
schedules for critical equipment and arrangements for the gathering and
transportation of the produced hydrocarbons.
Foreign Operations Risk. The Company's operations outside of the U.S. are
subject to risks inherent in foreign operations, including, without limitation,
the loss of revenue, property and equipment from hazards such as expropriation,
nationalization, war, insurrection and other political risks, increases in taxes
and governmental royalties, renegotiation of contracts with governmental
entities, changes in laws and policies governing operations of foreign-based
companies, currency restrictions and exchange rate fluctuations and other
uncertainties arising out of foreign government sovereignty over the Company's
international operations. Laws and policies of the U.S. affecting foreign trade
and taxation may also adversely affect the Company's international operations.
The Company's ability to market oil and natural gas discovered or produced
in its foreign operations, and the price the Company could obtain for such
production, depends on many factors beyond the Company's control, including
ready markets for oil and natural gas, the proximity and capacity of pipelines
and other transportation facilities, fluctuating demand for oil and natural gas,
the availability and cost of competing fuels, and the effects of foreign
governmental regulation of oil and gas production and sales. Pipeline and
processing facilities do not exist in certain areas of exploration and,
therefore, any actual sales of the Company's production could be delayed for
extended periods of time until such facilities are constructed.
Competition. The Company actively competes for property acquisitions,
exploration leases and sales of crude oil and natural gas, frequently against
companies with substantially larger financial and other resources. In its
marketing activities, the Company competes with numerous companies for gas
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purchasing and processing contracts and for natural gas and NGLs at several
steps in the distribution chain. Competitive factors in the Company's business
include price, contract terms, quality of service, pipeline access,
transportation discounts and distribution efficiencies.
Political and Regulatory Risk. The Company's operations are affected by
national, state and local laws and regulations such as restrictions on
production, changes in taxes, royalties and other amounts payable to governments
or governmental agencies, price or gathering rate controls and environmental
protection regulations. Changes in such laws and regulations, or interpretations
thereof, could have a significant effect on the Company's operations or
financial results.
Potential Environmental Liabilities. The Company's operations are subject
to various national, state and local laws and regulations covering the discharge
of material into, and protection of, the environment. Such regulations affect
the costs of planning, designing, operating and abandoning facilities. The
Company expends considerable resources, both financial and managerial, to comply
with environmental regulations and permitting requirements. Although the Company
believes that its operations and facilities are in general compliance with
applicable environmental laws and regulations, risks of substantial costs and
liabilities are inherent in crude oil and natural gas operations. Moreover, it
is possible that other developments, such as increasingly strict environmental
laws, regulations and enforcement, and claims for damage to property or persons
resulting from the Company's current or discontinued operations, could result in
substantial costs and liabilities in the future.
ITEM EIGHT
FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL INFORMATION
For information concerning Item Eight, see pages 26 through 50 of the BR
1998 Annual Report, which information is incorporated herein by reference.
ITEM NINE
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None
PART III
ITEMS TEN AND ELEVEN
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND EXECUTIVE COMPENSATION
A definitive proxy statement for the 1999 Annual Meeting of Stockholders of
BR will be filed no later than 120 days after the end of the fiscal year with
the Securities and Exchange Commission. The information set forth therein under
"Election of Directors" and "Executive Compensation" is incorporated herein by
reference. Executive Officers of the Company are listed on page 51 of the BR
1998 Annual Report and this information is incorporated herein by reference.
ITEM TWELVE
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required is set forth under the caption "Election of Directors"
in the Proxy Statement for the 1999 Annual Meeting of Stockholders and is
incorporated herein by reference.
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ITEM THIRTEEN
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required is set forth under the caption "Election of Directors"
in the Proxy Statement for the 1999 Annual Meeting of Stockholders and is
incorporated herein by reference.
PART IV
ITEM FOURTEEN
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
PAGE
----
FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL INFORMATION
Consolidated Statement of Income.......................... **
Consolidated Balance Sheet................................ **
Consolidated Statement of Cash Flows...................... **
Consolidated Statement of Stockholders' Equity............ **
Notes to Consolidated Financial Statements................ **
Report of Independent Accountants......................... **
Supplemental Oil and Gas Disclosures -- Unaudited......... **
Quarterly Financial Data -- Unaudited..................... **
AMENDED EXHIBIT INDEX....................................... A-1
REPORTS ON FORM 8-K
The Company has filed no reports on Form 8-K.
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** Included in Annual Report and incorporated herein by reference.
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SIGNATURES REQUIRED FOR FORM 10-K
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Burlington Resources Inc. has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
BURLINGTON RESOURCES INC.
By BOBBY S. SHACKOULS
------------------------------------
Bobby S. Shackouls
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Burlington
Resources Inc. and in the capacities and on the dates indicated.
By BOBBY S. SHACKOULS Chairman of the Board, January 13, 1999
----------------------------------------------------- President and Chief
Bobby S. Shackouls Executive Officer
JOHN E. HAGALE Executive Vice President and January 13, 1999
- -------------------------------------------------------- Chief Financial Officer
John E. Hagale
PHILIP W. COOK Vice President, January 13, 1999
- -------------------------------------------------------- Controller and Chief
Philip W. Cook Accounting Officer
H. LEIGHTON STEWARD Vice Chairman of the Board January 13, 1999
- --------------------------------------------------------
H. Leighton Steward
JOHN V. BYRNE Director January 13, 1999
- --------------------------------------------------------
John V. Byrne
S. PARKER GILBERT Director January 13, 1999
- --------------------------------------------------------
S. Parker Gilbert
LAIRD I. GRANT Director January 13, 1999
- --------------------------------------------------------
Laird I. Grant
JOHN T. LAMACCHIA Director January 13, 1999
- --------------------------------------------------------
John T. LaMacchia
JAMES F. MCDONALD Director January 13, 1999
- --------------------------------------------------------
James F. McDonald
KENNETH W. ORCE Director January 13, 1999
- --------------------------------------------------------
Kenneth W. Orce
DONALD M. ROBERTS Director January 13, 1999
- --------------------------------------------------------
Donald M. Roberts
JOHN F. SCHWARZ Director January 13, 1999
- --------------------------------------------------------
John F. Schwarz
WALTER SCOTT, JR. Director January 13, 1999
- --------------------------------------------------------
Walter Scott, Jr.
WILLIAM E. WALL Director January 13, 1999
- --------------------------------------------------------
William E. Wall
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BURLINGTON RESOURCES INC.
AMENDED EXHIBIT INDEX
The following exhibits are filed as part of this report.
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ------
3.1 Certificate of Incorporation of Burlington Resources Inc. as
amended January 4, 1999.....................................
3.2 By-Laws of Burlington Resources Inc. amended as of January
13, 1999....................................................
4.1 Form of Rights Agreement dated as of December 16, 1998,
between Burlington Resources Inc. and The First National
Bank of Boston 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 (Exhibit 1
to Form 8-A, filed December 1998)........................... *
4.2 Indenture, dated as of June 15, 1990, between the registrant
and Citibank, N.A., including Form of Debt Securities
(Exhibit 4.2 to Form 8, filed February 1992)................ *
4.3 Indenture, dated as of October 1, 1991, between the
registrant and Citibank, N.A., including Form of Debt
Securities (Exhibit 4.3 to Form 8, filed February 1992)..... *
4.4 Indenture, dated as of April 1, 1992, between the registrant
and Citibank, N.A., including Form of Debt Securities
(Exhibit 4.4 to Form 8, filed March 1993)................... *
4.5 Indenture dated as of June 15, 1992 among the Registrant and
Texas Commerce Bank National Association (as Trustee)
(Exhibit 4.1 LL&E's Form S-3, as amended, filed November
1993)....................................................... *
10.1 The 1988 Burlington Resources Inc. Stock Option Incentive
Plan as amended (Exhibit 10.4 to Form 8, filed March
1993)....................................................... *
+10.2 Burlington Resources Inc. Incentive Compensation Plan as
amended and restated (Exhibit 10.2 to Form 10-K, filed
February 1997).............................................. *
+10.3 Burlington Resources Inc. Senior Executive Survivor Benefit
Plan dated as of January 1, 1989 (Exhibit 10.11 to Form 8,
filed February 1989)........................................ *
+10.4 Burlington Resources Inc. Deferred Compensation Plan as
amended and restated (Exhibit 10.4 to Form 10-K, filed
February 1997).............................................. *
+10.5 Burlington Resources Inc. Supplemental Benefits Plan as
amended and restated (Exhibit 10.5 to Form 10-K, filed
February 1997).............................................. *
+10.6 Employment Contract between Burlington Resources Inc. and
Bobby S. Shackouls (Exhibit 10.7 to Form 10-K, filed
February 1996).............................................. *
Amendment to Employment Contract between Burlington
Resources Inc. and Bobby S. Shackouls, dated July 9, 1997
(Exhibit 10.6 to Form 10-K, filed February 1998)............ *
+10.7 Employment Contract between Burlington Resources Inc. and H.
Leighton Steward, dated October 22, 1997 (Exhibit 10.7 to
Form 10-K, filed February 1998)............................. *
+10.8 Burlington Resources Inc. Compensation Plan for Non-Employee
Directors as amended and restated (Exhibit 10.8 to Form
10-K, filed February 1997).................................. *
+10.9 Burlington Resources Inc. Key Executive Severance Protection
Plan as amended June 8, 1989 (Exhibit 10.20 to Form 8, filed
February 1992).............................................. *
+10.11 Burlington Resources Inc. Retirement Income Plan for
Directors (Exhibit 10.21 to Form 8, filed February 1991).... *
+10.12 Burlington Resources Inc. Phantom Stock Plan for
Non-Employee Directors, effective March 21, 1996 (Exhibit
10.12 to Form 10-K, filed February 1996).................... *
+10.13 Burlington Resources Inc. 1991 Director Charitable Award
Plan, dated as of January 16, 1991 (Exhibit 10.22 to Form 8,
filed February 1991)........................................ *
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13
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ------
10.14 Master Separation Agreement and documents related thereto
dated January 15, 1992 by and among Burlington Resources
Inc., El Paso Natural Gas Company and Meridian Oil Holding
Inc., including exhibits (Exhibit 10.24 to Form 8, filed
February 1992).............................................. *
+10.15 Burlington Resources Inc. 1992 Stock Option Plan for
Non-employee Directors (Exhibit 28.1 of Form S-8, No.
33-46518, filed March 1992)................................. *
+10.16 Burlington Resources Inc. Key Executive Retention Plan and
Amendments No. 1 and 2 (Exhibit 10.20 to Form 8, filed March
1993)....................................................... *
Amendments No. 3 and 4 to the Burlington Resources Inc. Key
Executive Retention Plan (Exhibit 10.17 to Form 10-K, filed
February 1994).............................................. *
+10.17 Burlington Resources Inc. 1992 Performance Share Unit Plan
as amended and restated (Exhibit 10.17 to Form 10-K, filed
February 1997).............................................. *
+10.18 Burlington Resources Inc. 1993 Stock Incentive Plan (Exhibit
10.22 to Form 10-K, filed February 1994).................... *
+10.20 Burlington Resources Inc. 1994 Restricted Stock Exchange
Plan (Exhibit 10.23 to Form 10-K, filed February 1995)...... *
+10.21 Burlington Resources Inc. 1997 Performance Share Unit Plan,
(Exhibit 10.21 to Form 10-K, filed February 1997)........... *
10.22 $400 million Short-term Revolving Credit Agreement, dated as
of February 25, 1998, as Amended and Restated February 23,
1999 between Burlington Resources Inc. and Chase Bank of
Texas, N.A., as agent, dated as of February 23, 1999........
10.23 $600 million Long-term Revolving Credit Agreement, dated as
of February 25, 1998, between Burlington Resources Inc. and
Morgan Guaranty Trust Company of New York as agent..........
Amendment and Restatement Agreement dated as of February 23,
1999 in respect of the Long-Term Credit Agreement...........
+10.24 Form of Termination Agreement with Certain Senior Management
Personnel as amended (Exhibit 10(a)(i) to LL&E's Form 10-K,
filed March 1996)........................................... *
+10.25 Pension Agreement, dated as of December 27, 1994 (Exhibit
10(e) to LL&E's Form 10-K filed March 1995)................. *
+10.26 Form of The Louisiana Land and Exploration Company Deferred
Compensation Arrangement for Selected Key Employees (Exhibit
10(g) to LL&E's Form 10-K filed March 1991)................. *
Amendment to the LL&E Deferred Compensation Arrangement for
Selected Key Employees dated December 21, 1998..............
+10.27 The LL&E Supplemental Excess Plan (Exhibit 10(j) to LL&E's
Form 10-K filed March 1993)................................. *
13.1 Burlington Resources Inc. 1998 Annual Report................
21.1 Subsidiaries of the Registrant..............................
23.1 Consent of Independent Accountants..........................
27.1 Financial Data Schedule..................................... **
- ---------------
*Exhibit incorporated herein by reference as indicated.
**Exhibit required only for filings made electronically using the Securities and
Exchange Commission's EDGAR System.
+Exhibit constitutes a management contract or compensatory plan or arrangement
required to be filed as an exhibit to this report pursuant to Item 14(c) of
Form 10-K.
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