As filed with the Securities and Exchange Commission on June 21, 2002
Registration No. 333-87166
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 1
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------
EXACT NAME OF REGISTRANT STATE OR OTHER JURISDICTION OF IRS EMPLOYER IDENTI-
AS SPECIFIED IN ITS CHARTER INCORPORATION OR ORGANIZATION FICATION NUMBER
- --------------------------- ----------------------------- ---------------
Burlington Resources Inc. Delaware 91-1413284
Burlington Resources Finance Company Nova Scotia Not Applicable
----------------------
1311
(Primary Standard Industrial Classification Code Number)
----------------------
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)
----------------------
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)
----------------------
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
----------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offering in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
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(d)
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. |_|
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed Proposed Maximum Amount of
Amount to Be Maximum Offering Aggregate Registration
Registered Price Per Note Offering Fee(2)
Title of Each Class of Securities to Be Registered Price(1)
- -------------------------------------------------------------------------------------------------------------------------
5.60% Notes due 2006 of Burlington Resources
Finance Company ................................. $500,000,000 100% $500,000,000 $ 46,000
6.50% Notes due 2011 of Burlington Resources
Finance Company.................................. $500,000,000 100% $500,000,000 $ 46,000
7.40% Notes due 2031 of Burlington Resources
Finance Company.................................. $500,000,000 100% $500,000,000 $ 46,000
Guarantees of each of the Notes listed above by
Burlington Resources Inc. (3)................. (3) (3) (3) (3)
- -------------------------------------------------------------------------------------------------------------------------
Total........................................ $1,500,000,000 100% $1,500,000,000 $138,000
- -------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(f)(2) under the Securities Act.
(2) Calculated pursuant to Rule 457(f)(2) under the Securities Act.
(3) Each of the 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,
pursuant to Rule 457(n) under the Securities Act no additional registration
fee is payable in respect of the registration of such guarantees.
----------------------
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.
================================================================================
The information in this prospectus is not complete and may be changed. We may
not consummate the exchange offer until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not an
offer to sell or exchange these securities and it is not soliciting an offer to
acquire or exchange these securities in any jurisdiction where the offer, sale
or exchange is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 21, 2002
PROSPECTUS
$1,500,000,000
BURLINGTON RESOURCES
FINANCE COMPANY
Offer to Exchange
$500,000,000 Aggregate Principal Amount of 5.60% Notes due 2006
$500,000,000 Aggregate Principal Amount of 6.50% Notes due 2011
$500,000,000 Aggregate Principal Amount of 7.40% Notes due 2031
Fully and Unconditionally Guaranteed by
BURLINGTON RESOURCES INC.
for
Burlington Resources Finance Company
$500,000,000 Aggregate Principal Amount of 5.60% Notes due 2006
$500,000,000 Aggregate Principal Amount of 6.50% Notes due 2011
$500,000.000 Aggregate Principal Amount of 7.40% Notes due 2031
Fully and Unconditionally Guaranteed by
Burlington Resources Inc.
and
Each Registered Under the Securities Act of 1933, as Amended.
---------------
Material Terms of Exchange Offer:
o Expires 5:00 p.m., New York City time, on July 25, 2002 unless extended.
o Subject to certain customary conditions which may be waived by us.
o All outstanding notes that are validly tendered and not withdrawn will be
exchanged.
o Tenders of outstanding notes may be withdrawn any time prior to the
expiration of this exchange offer.
o The exchange of the outstanding notes for exchange notes will not be a
taxable exchange for U.S. and Canadian federal income tax purposes.
o We will not receive any cash proceeds from the exchange offer.
o The terms of the exchange notes and guarantees to be issued in exchange for
the outstanding notes and guarantees are substantially identical to the
outstanding notes and guarantees, except that the exchange notes and
guarantees will be registered under the Securities Act and certain transfer
restrictions, registration rights and liquidated damages relating to the
outstanding notes will not apply to the exchange notes.
o Any outstanding notes not validly tendered will continue to remain
outstanding and accrue interest but will remain subject to existing
transfer restrictions.
o There has not previously been any public market for the exchange notes that
will be issued in the exchange offer. We do not intend to list the exchange
notes on any national stock exchange or on the Nasdaq National Market.
There can be no assurance that an active market for such exchange notes
will develop.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
---------------
The date of this prospectus is June 21, 2002.
TABLE OF CONTENTS
Page
Where You Can Find More Information...........................................i
Incorporation of Certain Documents By Reference..............................ii
Forward-Looking Statements...................................................ii
Prospectus Summary............................................................1
Summary of the Exchange Offer.................................................2
Summary of the Exchange Notes.................................................6
Use of Proceeds...............................................................8
Capitalization................................................................8
Selected Financial Data.......................................................9
The Exchange Offer...........................................................10
Description of Notes and Guarantees..........................................21
Certain Income Tax Considerations............................................35
Plan of Distribution.........................................................37
Legal Matters................................................................38
Experts......................................................................38
In this prospectus, references to "Burlington Resources" mean Burlington
Resources Inc., references to "Burlington Resources Finance Company" mean
Burlington Resources Finance Company, and references to "we," "us" and "our"
mean, together, Burlington Resources, and Burlington Resources Finance Company.
In addition, references to "Canadian Hunter" in this prospectus mean Canadian
Hunter Exploration Ltd. Unless otherwise stated, all dollar amounts and
financial data contained in this prospectus are presented in U.S. dollars.
References to "CDN $" are to Canadian dollars.
You should not assume that the information contained in, as well as any
information we filed or will file with the Commission and that is incorporated
by reference into this prospectus is accurate as of any date other than its
respective date. Our business, financial condition, results of operations and
prospects may have changed since that date.
WHERE YOU CAN FIND MORE INFORMATION
Burlington Resources files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). These filings are available to the public over the Internet
at the Commission's web site at http://www.sec.gov. You may obtain information
on the operation of the Commission's public reference rooms by calling the
Commission 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.
Burlington Resources Finance Company is 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 Burlington Resources Finance Company. Also, in
view of Burlington Resources' guarantees, Burlington Resources Finance Company
does not intend to furnish holders of the notes with separate financial
statements or other reports.
-i-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus "incorporates by reference" certain reports, proxy
statements and other information that we have filed with the Commission under
the Securities Exchange Act of 1934. This means that we are disclosing important
information to you by referring you to those documents. Information filed with
the Commission after the date of this prospectus, and prior to the termination
of the offering of the securities offered hereby, will automatically update and
supersede the information included and the information incorporated by reference
in this prospectus. We incorporate by reference the documents listed below and
any future filings made with the Commission under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until our offering is complete:
(a) Burlington Resources' Annual Report on Form 10-K for the fiscal
year ended December 31, 2001;
(b) Burlington Resources' Current Report on Form 8-K, dated February
21, 2002; and
(c) Burlington Resources' Report on Form 10-Q for the quarter ended
March 31, 2002.
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.
You should rely only on the information incorporated by reference or
provided in this prospectus. We have authorized no one to provide you with
different information. We are not making an offer of these securities in any
jurisdiction where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the document.
FORWARD-LOOKING STATEMENTS
We have made in this prospectus and in the reports and documents
incorporated herein by reference, and may from time to time otherwise make in
other public filings, press releases and discussions with our management,
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934 (the "Exchange Act"). Sometimes these statements will
contain words such as "believes," "expects," "intends," "plans" and other
similar words. These 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 this performance 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;
-ii-
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;
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.
You are advised to consult any additional disclosures we make in Burlington
Resources' Quarterly Reports on Form 10-Q, Annual Report on Form 10-K and
Current Reports on Form 8-K filed with the Commission. See "Where You Can Find
More Information" and "Incorporation of Certain Documents by Reference." Other
factors besides those listed here could also adversely affect us.
-iii-
PROSPECTUS SUMMARY
The following summary highlights selected information from this prospectus
and may not contain all the information that is important to you. This
prospectus includes the basic terms of the exchange notes we are offering, as
well as information regarding our business. You should carefully read this
entire document.
Burlington Resources Inc.
Burlington Resources Inc. 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 Inc. is one of the
world's largest independent oil and gas companies. Burlington Resources Inc. has
properties in the United States, Canada, the United Kingdom, South America,
Africa and China.
Burlington Resources Inc.'s principal executive offices are located at 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's principal place of business is c/o
Burlington Resources Canada Ltd., Suite 3700, 250 6th Avenue, S.W., Calgary,
Alberta T2P 3H7, telephone: (403) 260-8000.
The foregoing information about Burlington Resources Inc. and Burlington
Resources Finance Company and their respective businesses is only a general
summary and is not intended to be comprehensive. For additional information
about Burlington Resources Inc. and Burlington Resources Finance Company and
their respective businesses, you should refer to the information described under
the caption "Where You Can Find More Information."
Summary of the Exchange Offer
On November 16, 2001 we completed the private offering of $500,000,000
aggregate principal amount of 5.60% Notes due 2006, $500,000,000 aggregate
principal amount of 6.50% Notes due 2011 and $500,000,000 aggregate principal
amount of 7.40% Notes due 2031, each of Burlington Resources Finance Company and
guaranteed by Burlington Resources. As part of the offering, we entered into a
registration rights agreement with the initial purchasers of the outstanding
notes in which we agreed, among other things, to complete the exchange offer for
the outstanding notes. Below is a summary of the exchange offer.
Securities Offered........................ Up to (i) $500,000,000 aggregate
principal amount of new 5.60% Notes
due 2006, (ii) $500,000,000
aggregate principal amount of new
6.50% Notes due 2011 and (iii)
$500,000,000 aggregate principal
amount of new 7.40% Notes due 2031,
all of which are issued by
Burlington Resources Finance
Company, guaranteed by Burlington
Resources and have been registered
under the Securities Act (the
"exchange notes"). The terms of the
exchange notes offered in the
exchange offer are substantially
identical to those of the
outstanding notes, except that the
special mandatory redemption,
certain transfer restrictions,
registration rights and liquidated
damages provisions relating to the
outstanding notes do not apply to
the exchange notes. The issuance of
exchange notes in exchange for
outstanding notes pursuant to the
exchange offer will not result in a
repayment of the indebtedness of
Burlington Resources Finance
Company which is presently
evidenced by the outstanding notes.
The Exchange Offer........................ Burlington Resources Finance
Company is offering to exchange
$1,000 principal amount of each of
its 5.60% Notes due 2006, 6.50%
Notes due 2011 and 7.40% Notes due
2031, all of which have been
registered under the Securities
Act, for $1,000 principal amount of
each of its outstanding 5.60% Notes
due 2006, 6.50% Notes due 2011 and
7.40% Notes due 2031, which were
issued in a private offering on
November 16, 2001. As of the date
of this prospectus, there are
$1,500,000,000 principal amount of
outstanding notes. Burlington
Resources Finance Company will
issue exchange notes promptly after
the expiration of the exchange
offer.
Registration Rights....................... You are entitled to exchange your
outstanding notes for freely
tradeable exchange notes with
substantially identical terms. The
exchange offer is intended to
satisfy your registration rights.
After the exchange offer is
complete, you will no longer be
entitled to any exchange or
registration rights with respect to
your outstanding notes.
Accordingly, if you do not exchange
your outstanding notes, you will
not be able to reoffer, resell or
otherwise dispose of your
outstanding notes unless you comply
with the registration and
prospectus delivery requirements of
the Securities Act, or there is an
exemption from registration under
the Se-
-2-
curities Act available.
Resales................................... Based on interpretations by the
staff of the Commission, as
detailed in a series of "no-action
letters" issued to third parties,
we believe that the exchange notes
issued in the exchange offer may be
offered for resale, resold or
otherwise transferred by you
without compliance with the
registration and prospectus
delivery requirements of the
Securities Act, provided that:
o you are acquiring the exchange
notes in the ordinary course of
your business;
o you are not participating, do not
intend to participate and have no
arrangement or understanding with
any person to participate in a
distribution of the exchange notes;
and
o you are not an "affiliate" of
ours. If you do not meet the above
criteria you will have to comply
with the registration and
prospectus delivery requirements of
the Securities Act in connection
with any reoffer, resale or other
disposition of your exchange notes.
Each broker or dealer that receives
exchange notes for its own account
in exchange for outstanding notes
that were acquired as a result of
market-making or other trading
activities must acknowledge that it
will deliver this prospectus in
connection with any sale of
exchange notes. Accrued Interest on
the Exchange Notes and Outstanding
Notes..................
The exchange notes will bear
interest from the most recent date
to which interest has been paid on
the outstanding notes. If your
outstanding notes are accepted for
exchange, then you will receive
interest on the exchange notes and
not on the outstanding notes.
Expiration Date........................... 5:00 p.m., New York City time, on
July 25, 2002, unless we extend the
expiration date.
Conditions to the Exchange Offer.......... The exchange offer is subject to
certain customary conditions, which
may be waived by us. The exchange
offer is not conditioned upon
receiving any minimum principal
amount of outstanding notes being
tendered.
Procedures for Tendering Outstanding Notes If you wish to tender outstanding
notes for exchange notes pursuant
to the exchange offer, you must
transmit to Citibank, N.A.,
-3-
who is the exchange agent, on or
prior to the expiration date:
o a properly completed and duly
executed letter of transmittal,
which accompanies this prospectus,
together with your outstanding
notes and any other required
documentation, to the exchange
agent at its address listed in this
prospectus and on the front cover
of the letter of transmittal; or
o a computer-generated agent's
message transmitted through the
Depository Trust Company's
Automated Tender Program system and
received by the exchange agent and
forming a part of a confirmation of
book-entry transfer in which you
acknowledge and agree to be bound
by the terms of the letter of
transmittal.
See "The Exchange Offer--Procedures
for Tendering Outstanding Notes."
By executing the letter of
transmittal, you will represent to
us that you are acquiring the
exchange notes in the ordinary
course of your business, that you
are not participating, do not
intend to participate and have no
arrangement or understanding with
any person to participate in the
distribution of exchange notes, and
that you are not an "affiliate" of
ours. See "The Exchange
Offer--Procedures for Tendering
Outstanding Notes."
Special Procedures for Beneficial Holders. If you are the beneficial holder of
outstanding notes that are
registered in the name of your
broker, dealer, commercial bank,
trust company or other nominee, and
you wish to tender in the exchange
offer, you should contact the
person in whose name your
outstanding notes are registered
promptly and instruct such person
to tender on your behalf. See "The
Exchange Offer--Procedures for
Tendering Outstanding Notes."
Guaranteed Delivery Procedures............ If you wish to tender your
outstanding notes and you cannot
deliver such notes, the letter of
transmittal or any other required
documents to the exchange agent
before the expiration date, you may
tender your outstanding notes
according to the guaranteed
delivery procedures set forth in
"The Exchange Offer--Guaranteed
Delivery Procedures."
Withdrawal Rights......................... Tenders may be withdrawn at any
time before 5:00 p.m., New York
City time, on the expiration date.
Acceptance of Outstanding Notes and
Delivery of Exchange Notes............. Subject to certain conditions, we
will accept for exchange any and
all outstanding notes which are
properly tendered in the exchange
offer before 5:00 p.m., New York
City time, on the expiration date.
The exchange notes will be
delivered promptly after
-4-
the expiration date. See "The
Exchange Offer--Terms of the
Exchange Offer."
Certain Income Tax Considerations......... The exchange of outstanding notes
for exchange notes generally will
not be a taxable event for United
States and Canadian federal income
tax purposes. See "Certain Income
Tax Considerations" for more
information.
Use of Proceeds........................... We will not receive any proceeds
from the issuance of the exchange
notes.
Exchange Agent............................ Citibank, N.A. is serving as
exchange agent in connection with
the exchange offer. The address,
telephone number and facsimile
number of the exchange agent are
set forth in "The Exchange
Offer--Exchange Agent."
Please review the information in the section "The Exchange Offer" for more
detailed information concerning the exchange offer.
-5-
Summary of the Exchange Notes
The following summary contains basic information about the exchange notes.
It does not contain all the information that may be important to you. For a more
complete understanding of the exchange notes, please refer to the section of
this document entitled "Description of Notes and Guarantees," particularly those
subsections to which we have referred you.
Issuer...................................... Burlington Resources Finance
Company.
Notes Offered............................... $500,000,000 aggregate principal
amount of 5.60% Notes due 2006,
$500,000,000 aggregate principal
amount of 6.50% Notes due 2011, and
$500,000,000 aggregate principal
amount of 7.40% Notes due 2031.
Guarantee................................... The exchange notes will be fully
and unconditionally guaranteed by
Burlington Resources.
Ranking..................................... The exchange notes will be 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. The
exchange notes will be 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. See
"Description of Notes and
Guarantees-- Ranking of Notes and
Guarantees."
Interest Payment Dates...................... Interest will accrue from the last
date on which interest was paid on
the outstanding notes and will be
payable semiannually on each June 1
and December 1, beginning on the
first interest payment date after
the issuance of the exchange notes.
The payment of interest on exchange
notes will constitute payment of
any accrued but unpaid interest on
the outstanding notes tendered for
exchange.
Optional Redemption......................... Burlington Resources Finance
Company may redeem all or a portion
of each series of the exchange
notes at any time as set forth
herein. See "Description of Notes
and Guarantees-- Optional
Redemption."
Certain Covenants........................... The indenture contains certain
restrictive covenants, including
covenants with respect to
limitation on liens and limitation
on merger, amalgamation,
consolidation and assumption. See
"Description of Notes and
Guarantees-- Limitation on Liens
Covenant" and "--Merger,
Amalgamation, Consolidation and
Assumption."
-6-
Absence of a Public Market
for the Exchange Notes...................... There is no public trading market
for the exchange notes and we do
not intend to apply for listing of
the exchange notes on any national
securities exchange or for
quotation of the exchange notes on
any automated dealer quotation
system. No assurances can be given
as to the liquidity of the trading
market for the exchange notes or
that an active public market for
the exchange notes will develop. If
an active trading market for the
exchange notes does not develop,
the market price and liquidity of
the exchange notes may be adversely
affected.
-7-
USE OF PROCEEDS
We will not receive any proceeds from the exchange offer. The exchange
offer is intended to satisfy certain of our obligations under the registration
rights agreement entered into for the benefit of the holders of outstanding
notes in connection with the initial private offering of the outstanding notes.
In consideration for issuing the exchange notes, we will receive in exchange
outstanding notes of like principal amount, the terms of which are substantially
identical in all material respects to the exchange notes. The issuance of
exchange notes in exchange for outstanding notes will not result in a repayment
of our outstanding indebtedness which is presently evidenced by the outstanding
notes. The outstanding notes surrendered in exchange for exchange notes will be
retired and canceled and cannot be reissued. Accordingly, issuance of the
exchange notes will not result in any increase or change in the amount of our
indebtedness. We have agreed to pay the expenses of the exchange offer.
The net proceeds that Burlington Resources Finance Company received from
the sale of the outstanding notes on November 16, 2001 were approximately
$1,487,200,000 before expenses. The proceeds were transferred indirectly to a
Canadian subsidiary of Burlington Resources for the purpose of enabling such
subsidiary to pay a portion of the cost of the Canadian Hunter acquisition.
CAPITALIZATION
The following table sets forth Burlington Resources' consolidated
capitalization as of March 31, 2002. This table should be read in conjunction
with the consolidated financial statements and the notes thereto incorporated by
reference in this prospectus.
March 31, 2002
(In millions)
--------------
Long-Term Debt........................................... $ 4,692
Stockholders' Equity(a)
Preferred Stock, Par Value $.01 per Share (Authorized
75,000,000 Shares, One Share Issued).................. --
Common Stock, Par Value $.01 per Share (Authorized
325,000,000 Shares; Issued 241,188,688 Shares
at December 31, 2001)................................. 2
Paid-in Capital.......................................... 3,942
Retained Earnings........................................ 1,352
Cost of Treasury Stock (40,034,269 Shares at March 31, (1,624)
2002).................................................
Deferred Compensation-- Restricted Stock................. (15)
Accumulated Other Comprehensive Loss..................... (161)
---------
Total Stockholders' Equity........................... 3,496
--------
Total Capitalization................................. $ 10,916
=========
- --------------------
(a) Burlington Resources has authority to issue 75,000,000 shares of $.01 par
value preferred stock, of which 3,250,000 have been designated as Series A
Junior Participating Preferred Stock.
-8-
SELECTED FINANCIAL DATA
The selected financial data set forth below for the periods indicated
should be read in conjunction with the consolidated financial statements of
Burlington Resources and the notes thereto contained in documents incorporated
by reference in this prospectus.
Three Months
Ended
March 31, Year Ended December 31,
---------------------------
2002 2001 2001 2000 1999 1998 1997
---- ---- ---- ---- ---- ---- ----
(In millions, except per share amounts and ratios)
Income Statement Data:
Revenues(a).................. $683 $1,152 $3,368 $3,188 $2,346 $2,257 $2,605
Operating Income (Loss)...... 132 611 1,085 1,191 200 (439) 605
Net Income (Loss)............ 48 336 561 675 (10) (338) 352
Earnings (Loss) per Common Share:
Basic...................... .24 1.57 2.71 3.13 (.05) (1.60) 1.69
Diluted.................... .24 1.56 2.70 3.12 (.05) (1.60) 1.67
Ratio of Earnings to Fixed
Charges(b)................. 1.7x 12.5x 5.3x 5.7x .9x -- 3.3x
As of As of December 31,
March 31, ----------------------------------------------------
2002 2001 2000 1999 1998 1997
---------- --------- --------- ------- ------- ---------
(In millions, except per share amounts)
Balance Sheet Data:
Total Assets................. $10,916 $10,582 $7,506 $7,165 $7,060 $7,164
Long-term Debt............... 4,692 4,337 2,301 2,769 2,684 2,317
Stockholders' Equity......... 3,496 3,525 3,750 3,229 3,312 3,561
Cash Dividends Declared per Common
Share(c).................... .14 .55 .55 .46 .46 .39
- --------------------
(a) To conform to current presentation, Burlington Resources reclassified prior
periods' transportation expense related to Natural Gas Liquids ("NGLs")
from NGL revenue to transportation expenses. The reclassification resulted
in a change in revenues and transportation expenses previously reported but
had effect on operating income.
(b) 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.
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).
(c) Cash dividends declared per common share were calculated based upon
historical cash dividends paid by Burlington Resources, The Louisiana Land
and Exploration Company ("LL&E") and Poco Petroleums Ltd. ("Poco") divided
by outstanding shares for years 1996 through 1999. This calculation
resulted from the 1997 merger with LL&E and the 1999 merger with Poco that
were accounted for as a pooling of interests. Beginning in 2000, cash
dividends declared per common share were based on Burlington Resources'
annual dividend rate of $.55 per common share.
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THE EXCHANGE OFFER
Purpose and Effect of the Exchange Offer
The following is a summary of the registration rights agreement. It does
not purport to be complete and it does not contain all of the information you
might find useful. For further information you should read the registration
rights agreement, a copy of which has been filed as an exhibit to the
registration statement of which this prospectus is a part. The exchange offer is
intended to satisfy certain of our obligations under the registration rights
agreement.
Exchange Offer Registration Statement. Burlington Resources Finance Company
issued the outstanding notes and Burlington Resources issued its guarantee of
the outstanding notes on November 16, 2001. The initial purchasers have advised
us that they subsequently resold the outstanding notes to "qualified
institutional buyers" in reliance on Rule 144A under the Securities Act and to
certain persons in offshore transactions in reliance on Regulation S under the
Securities Act. As a condition to the offering of the outstanding notes, we
entered into a registration rights agreement dated November 16, 2001, pursuant
to which we agreed, subject to certain circumstances, for the benefit of all
holders of the outstanding notes, at our own expense, to do the following,
unless the exchange offer would not be permitted by applicable law or Commission
policy:
(1) to use our commercially reasonable efforts to file the
registration statement of which this prospectus is a part with the
Commission on or prior to 180 days after the issue date of the outstanding
notes,
(2) to use our commercially reasonable efforts to cause the
registration statement to be declared effective by the Commission on or
prior to 270 days after the issue date of the outstanding notes,
(3) to use our commercially reasonable efforts to keep the
registration statement effective until the closing of the exchange offer,
and
(4) to use our commercially reasonable efforts to issue, on or prior
to 315 days after the issue date of the outstanding notes, exchange notes
in exchange for all outstanding notes tendered prior thereto.
Further, we agreed to keep the exchange offer open for acceptance for not
less than the minimum period required under applicable Federal and state
securities laws. For each outstanding note validly tendered pursuant to the
exchange offer and not withdrawn, the holder of the outstanding note will
receive an exchange note having a principal amount equal to that of the tendered
outstanding note. Interest on each exchange note will accrue from the last date
on which interest was paid on the tendered outstanding note in exchange therefor
or, if no interest was paid on such outstanding note, from the issue date of the
outstanding notes.
In specific circumstances, we are obligated to use our commercially
reasonable efforts to file a shelf registration statement for resales of
outstanding notes and to use our commercially reasonable efforts to cause such
shelf registration statement to be declared effective by the Commission.
Transferability. Burlington Resources Finance Company issued the
outstanding notes in a transaction exempt from the registration requirements of
the Securities Act and applicable state securities laws. Accordingly, the
outstanding notes may not be offered or sold in the United States unless
registered or pursuant to an applicable exemption under the Securities Act and
applicable state securities laws. Based on no-action letters issued by the staff
of the Commission with respect to similar transactions with third parties, we
believe that the exchange notes issued pursuant to the exchange offer in
exchange for outstanding notes may be offered for resale, resold
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and otherwise transferred by holders of notes who are not our affiliates without
further compliance with the registration and prospectus delivery requirements of
the Securities Act, provided that:
(1) any exchange notes to be received by the holder were acquired in
the ordinary course of the holder's business;
(2) at the time of the commencement of the exchange offer the holder
has no arrangement or understanding with any person to participate in the
distribution (within the meaning of the Securities Act) of the exchange
notes; and
(3) the holder is not an "affiliate" of ours, as defined in Rule 405
under the Securities Act, or, if it is an affiliate, that it will comply
with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable.
However, we have not sought a no-action letter with respect to the exchange
offer and we cannot assure you that the staff of the Commission would make a
similar determination with respect to the exchange offer. Any holder who tenders
his outstanding notes in the exchange offer with any intention of participating
in a distribution of exchange notes or is an affiliate of ours (1) cannot rely
on the interpretation by the staff of the Commission, (2) will not be able to
validly tender outstanding notes in the exchange offer and (3) must comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transactions.
In addition, each broker-dealer that receives exchange notes for its own
account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. The letter of
transmittal accompanying this prospectus states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
acting in the capacity of an "underwriter" within the meaning of Section 2(11)
of the Securities Act. This prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of
exchange notes received in exchange for outstanding notes where the outstanding
notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities. Pursuant to the registration rights
agreement, we agreed to make this prospectus available to any such broker-dealer
for use in connection with any such resale.
Shelf Registration Statement. We will, at our cost, (a) use our
commercially reasonable efforts to file with the Commission a shelf registration
statement covering resales of the outstanding notes prior to the later of (i)
180 days after the issue date of the outstanding notes or (ii) 90 days after the
date we become obligated to file the shelf registration statement, (b) use our
commercially reasonable efforts to cause the shelf registration statement to be
declared effective under the Securities Act on or prior to 90 days after the
date the shelf registration statement was first filed with the Commission;
provided, however, that if we have not consummated the exchange offer within 315
days of the issue date of the outstanding notes, then we will use our
commercially reasonable efforts to file a shelf registration statement with the
Commission on or prior to the 345th day after the issue date of the outstanding
notes and (c) use our commercially reasonable efforts to keep the shelf
registration statement continually effective to ensure that it is available for
resales of notes by the holders of transfer restricted notes for a period of two
years following the effective date of such shelf registration statement (or
shorter period that will terminate when all the notes covered by such shelf
registration statement have been sold pursuant to such shelf registration
statement or are otherwise no longer transfer restricted notes), if:
(1) because of any changes in law, Commission rules or regulations or
applicable interpretations thereof by the staff of the Commission, we are
not permitted to effect the exchange offer,
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(2) any holder of outstanding notes notifies us at least 10 days prior
to the closing of the exchange offer that (x) due to a change in law or
policy it may not resell the exchange notes acquired by it in the exchange
offer to the public without delivering a prospectus and the prospectus
contained in the exchange offer registration statement is not appropriate
or available for such resales by such holder or (y) it is broker-dealer and
owns outstanding notes acquired directly from Burlington Resources Finance
Company or an affiliate of Burlington Resources Finance Company, or
(3) the holders of a majority of the exchange notes may not resell the
exchange notes acquired by them in the exchange offer to the public without
restriction under the Securities Act and without restriction under
applicable blue sky or state securities laws.
We will, in the event of the filing of the shelf registration statement,
provide to each holder of the outstanding notes copies of the prospectus which
is a part of the shelf registration statement, notify each such holder when the
shelf registration statement for the outstanding notes has become effective and
take certain other action as is required to permit unrestricted resales of the
outstanding notes. A holder of outstanding notes who sells such outstanding
notes pursuant to the shelf registration statement generally will (1) be
required to be named as a selling security holder in the related prospectus, (2)
be required to deliver the prospectus to purchasers, (3) be subject to certain
of the civil liability provisions under the Securities Act in connection with
such sales and (4) be bound by the provisions of the registration rights
agreement which are applicable to the holder (including certain indemnification
obligations). In addition, each holder of the outstanding notes will be required
to deliver information to be used in connection with the shelf registration
statement and to provide comments on the shelf registration statement as set
forth in the registration rights agreement in order to have their outstanding
notes included in the shelf registration statement and to benefit from the
provisions regarding liquidated damages.
Liquidated Damages. Burlington Resources Finance Company will pay
liquidated damages in respect of the outstanding notes (for each outstanding
note which has not been exchanged in the exchange offer) as described below if:
(1) we fail to file any of the registration statements required by the
registration rights agreement on or before the date specified for such
filing,
(2) any of such registration statements is not declared effective by
the Commission on or prior to the date specified for such effectiveness,
(3) we fail to consummate the exchange offer within 30 business days
of the effectiveness date with respect to the exchange offer registration
statement, or
(4) the shelf registration statement or the exchange offer
registration statement is declared effective but thereafter ceases to be
effective or usable in connection with the exchange offer or resales of
outstanding notes, as the case may be, during the periods specified in the
registration rights agreement, subject to certain exceptions.
Each such event referred to in clauses (1) through (4) above is a
registration default. Burlington Resources Finance Company will pay liquidated
damages to each holder of outstanding notes with respect to the first 90-day
period (or portion thereof) while a registration default is continuing
immediately following the occurrence of such registration default in an amount
equal to 0.25% per annum of the principal amount of the outstanding notes. The
amount of liquidated damages will increase by an additional 0.25% per annum of
the principal amount of the outstanding notes from the 91st day following a
registration default until all registration defaults have been cured, up to a
maximum amount of 0.50% per annum of the principal amount of the outstanding
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notes. Following the cure of a particular registration default, the accrual of
liquidated damages with respect to such registration default will cease.
Terms of the Exchange Offer
Upon satisfaction or waiver of all the conditions of the exchange offer, we
will accept any and all outstanding notes properly tendered and not withdrawn
prior to the expiration date and will issue the exchange notes promptly after
acceptance of the outstanding notes. See "--Conditions to the Exchange Offer"
and "Procedures for Tendering Outstanding Notes." We will issue $1,000 principal
amount of exchange notes in exchange for each $1,000 principal amount of
outstanding notes accepted in the exchange offer. As of the date of this
prospectus, $500,000,000 aggregate principal amount of the 5.60% notes due 2006,
$500,000,000 aggregate principal amount of 6.50% notes due 2011 and $500,000,000
aggregate principal amount of 7.40% notes due 2031 are outstanding. Holders may
tender some or all of their outstanding notes pursuant to the exchange offer.
However, outstanding notes may be tendered only in integral multiples of $1,000.
The exchange notes are substantially identical to the outstanding notes
except that the exchange notes will not contain certain transfer restrictions,
registration rights and liquidated damages provisions. The issuance of exchange
notes in exchange for outstanding notes pursuant to the exchange offer will not
result in a repayment of the indebtedness of Burlington Resources Finance
Company which is presently evidenced by the outstanding notes. The exchange
notes will evidence the same debt as the outstanding notes and will be issued
pursuant to, and entitled to the benefits of, the indenture pursuant to which
the outstanding notes were issued and will be deemed one issue of notes,
together with any outstanding notes which remain outstanding after the exchange
offer.
This prospectus, together with the letter of transmittal, is being sent to
all registered holders and to others believed to have beneficial interests in
the outstanding notes. Holders of outstanding notes do not have any appraisal or
dissenters' rights under the indenture in connection with the exchange offer. We
intend to conduct the exchange offer in accordance with the applicable
requirements of the Securities Act, the Exchange Act and the rules and
regulations of the Commission promulgated thereunder.
For purposes of the exchange offer, we will be deemed to have accepted
validly tendered outstanding notes when, and as if, we have given oral or
written notice thereof to the exchange agent. The exchange agent will act as our
agent for the purpose of distributing the exchange notes from us to the
tendering holders. If we do not accept any tendered outstanding notes because of
an invalid tender, the occurrence of certain other events set forth in this
prospectus or otherwise, we will return the unaccepted outstanding notes,
without expense, to the tendering holder thereof as promptly as practicable
after the expiration date.
Holders who tender outstanding notes in the exchange offer will not be
required to pay brokerage commissions or fees or, except as set forth below
under "--Transfer Taxes," transfer taxes with respect to the exchange of
outstanding notes pursuant to the exchange offer. We will pay all charges and
expenses, other than certain applicable taxes, in connection with the exchange
offer. See "--Fees and Expenses."
Expiration Date; Extensions; Amendments
The term "expiration date" shall mean 5:00 p.m., New York City time, on
July 25, 2002, unless we, in our sole discretion, extend the exchange offer, in
which case the term "expiration date" shall mean the latest date and time to
which the exchange offer is extended. In order to extend the exchange offer, we
will notify the exchange agent by oral or written notice and each registered
holder by means of press release or other public announcement of any extension,
in each case, prior to 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date. We reserve the right, in our
sole discretion, (1) to delay accepting any
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outstanding notes, (2) to extend the exchange offer, (3) to terminate the
exchange offer if the conditions set forth below under "--Conditions to the
Exchange Offer" shall not have been satisfied, or (4) to amend the terms of the
exchange offer in any manner. We will notify the exchange agent of any delay,
extension, termination or amendment by oral or written notice. We will
additionally notify each registered holder of any amendment by means of press
release or other public announcement. We will give to the exchange agent written
confirmation of any oral notice.
Exchange Date
As soon as practicable after the close of the exchange offer we will accept
for exchange all outstanding notes properly tendered and not validly withdrawn
prior to 5:00 p.m., New York City time, on the expiration date in accordance
with the terms of this prospectus and the letters of transmittal.
Conditions to the Exchange Offer
Notwithstanding any other provisions of the exchange offer, and subject to
our obligations under the registration rights agreement, we (i) shall not be
required to accept any outstanding notes for exchange, (ii) shall not be
required to issue exchange notes in exchange for any outstanding notes and (iii)
may terminate or amend the exchange offer unless, at any time before the
acceptance of such exchange notes for exchange:
(1) the exchange offer or the making of any exchange by a holder, does
not violate applicable law or any applicable interpretation of the staff of
the Commission,
(2) the due tendering of outstanding notes is in accordance with the
exchange offer,
(3) each holder of outstanding notes exchanged in the exchange offer
shall have represented that all exchange notes to be received by it shall
be acquired in the ordinary course of its business and that at the time of
the consummation of the exchange offer it shall have no arrangement or
understanding with any person to participate in the distribution (within
the meaning of the Securities Act) of the exchange notes and shall have
made such other representations as may be reasonably necessary under
applicable Commission rules, regulations or interpretations to render the
use of Form S-4 or other appropriate form under the Securities Act
available, and
(4) no action or proceeding shall have been instituted or threatened
in any court or by or before any governmental agency with respect to the
exchange offer which, in Burlington Resources Finance Company's judgment,
would reasonably be expected to impair the ability of us to proceed with
the exchange offer.
The foregoing conditions are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to any such condition or may be
waived by us in whole or in part at any time and from time to time in our sole
discretion. Our failure at any time to exercise any of the foregoing rights
shall not be deemed a waiver of any such right and such right shall be deemed an
ongoing right which may be asserted at any time and from time to time.
In addition, we will not accept for exchange any outstanding notes
tendered, and no exchange notes will be issued in exchange for any such
outstanding notes if at such time any stop order shall be threatened by the
Commission or be in effect with respect to the registration statement of which
this prospectus is a part or the qualification of the indenture under the Trust
Indenture Act of 1939, as amended.
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The exchange offer is not conditioned on any minimum aggregate principal
amount of outstanding notes being tendered for exchange.
Consequences of Failure to Exchange
Any outstanding notes not tendered pursuant to the exchange offer will
remain outstanding and continue to accrue interest. The outstanding notes will
remain "restricted securities" within the meaning of the Securities Act.
Accordingly, prior to the date that is two years after the later of the issue
date of the outstanding notes and the last date on which we or any of our
affiliates was the owner of the outstanding notes, the outstanding notes may be
resold only (1) to us, (2) to a person who the seller reasonably believes is a
"qualified institutional buyer" purchasing for its own account or for the
account of another "qualified institutional buyer" in compliance with the resale
limitations of Rule 144A, (3) to an "institutional accredited investor" that,
prior to the transfer, furnishes to the trustee a written certification
containing certain representations and agreements relating to the restrictions
on transfer of the notes (the form of this letter can be obtained from the
trustee), (4) pursuant to the limitations on resale provided by Rule 144 under
the Securities Act, (5) pursuant to the resale provisions of Rule 904 of
Regulation S under the Securities Act, (6) pursuant to an effective registration
statement under the Securities Act, or (7) pursuant to any other available
exemption from the registration requirements of the Securities Act, subject in
each of the foregoing cases to compliance with applicable state securities laws.
As a result, the liquidity of the market for non-tendered outstanding notes
could be adversely affected upon completion of the exchange offer. The foregoing
restrictions on resale will no longer apply after the second anniversary of the
issue date of the outstanding notes or the purchase of the outstanding notes
from us or our affiliate.
Fees and Expenses
We will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. The principal solicitation is being made by
mail; however, additional solicitations may be made in person or by telephone by
our officers and employees.
Expenses incurred in connection with the exchange offer will be paid by us.
Such expenses include, among others, the fees and expenses of the trustee and
the exchange agent, accounting and legal fees, printing costs and other
miscellaneous fees and expenses.
Accounting Treatment
We will not recognize any gain or loss for accounting purposes upon the
consummation of the exchange offer. We will amortize the expenses of the
exchange offer as additional interest expense over the term of the exchange
notes.
Procedures for Tendering Outstanding Notes
The tender of outstanding notes pursuant to any of the procedures set forth
in this prospectus and in the letter of transmittal will constitute a binding
agreement between the tendering holder and us in accordance with the terms and
subject to the conditions set forth in this prospectus and in the letter of
transmittal. The tender of outstanding notes will constitute an agreement to
deliver good and marketable title to all tendered outstanding notes prior to the
expiration date free and clear of all liens, charges, claims, encumbrances,
interests and restrictions of any kind.
Except as provided in "--Guaranteed Delivery Procedures," unless the
outstanding notes being tendered are deposited by you with the exchange agent
prior to the expiration date and are accompanied by a properly completed and
duly executed letter of transmittal, we may, at our option, reject the tender.
Issuance of exchange
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notes will be made only against deposit of tendered outstanding notes and
delivery of all other required documents. Notwithstanding the foregoing, DTC
participants tendering through its Automated Tender Offer Program ("ATOP") will
be deemed to have made valid delivery where the exchange agent receives an
agent's message prior to the expiration date.
Accordingly, to properly tender outstanding notes, the following procedures
must be followed:
Notes held through a Custodian. Each beneficial owner holding outstanding
notes through a DTC participant must instruct the DTC participant to cause its
outstanding notes to be tendered in accordance with the procedures set forth in
this prospectus.
Notes held through DTC. Pursuant to an authorization given by DTC to the
DTC participants, each DTC participant holding outstanding notes through DTC
must (1) electronically transmit its acceptance through ATOP, and DTC will then
edit and verify the acceptance, execute a book-entry delivery to the exchange
agent's account at DTC and send an agent's message to the exchange agent for its
acceptance, or (2) comply with the guaranteed delivery procedures set forth
below and in a notice of guaranteed delivery. See "--Guaranteed Delivery
Procedures--Notes held through DTC."
The exchange agent will (promptly after the date of this prospectus)
establish accounts at DTC for purposes of the exchange offer with respect to
outstanding notes held through DTC. Any financial institution that is a DTC
participant may make book-entry delivery of interests in outstanding notes into
the exchange agent's account through ATOP. However, although delivery of
interests in the outstanding notes may be effected through book-entry transfer
into the exchange agent's account through ATOP, an agent's message in connection
with such book-entry transfer, and any other required documents, must be, in any
case, transmitted to and received by the exchange agent at its address set forth
under "--Exchange Agent," or the guaranteed delivery procedures set forth below
must be complied with, in each case, prior to the expiration date. Delivery of
documents to DTC does not constitute delivery to the exchange agent. The
confirmation of a book-entry transfer into the exchange agent's account at DTC
as described above is referred to herein as a "Book-Entry Confirmation."
The term "agent's message" means a message transmitted by DTC to, and
received by, the exchange agent and forming a part of the book-entry
confirmation, which states that DTC has received an express acknowledgment from
each DTC participant tendering through ATOP that such DTC participants have
received a letter of transmittal and agree to be bound by the terms of the
letter of transmittal and that we may enforce such agreement against such DTC
participants.
Cede & Co., as the holder of the global note, will tender a portion of each
global note equal to the aggregate principal amount due at the stated maturity
for which instructions to tender are given by DTC participants.
By tendering, each holder and each DTC participant will represent to us
that, among other things, (1) it is not our affiliate, (2) it is not a
broker-dealer tendering outstanding notes acquired directly from us for its own
account, (3) it is acquiring the exchange notes in its ordinary course of
business and (4) it is not engaged in, and does not intend to engage in, and has
no arrangement or understanding with any person to participate in, a
distribution of the exchange notes.
In addition, each broker-dealer that is to receive exchange notes for its
own account in exchange for outstanding notes must represent that such
outstanding notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities, and must acknowledge that
it will deliver a prospectus that meets the requirements of the Securities Act
in connection with any resale of the exchange notes. The letter of transmittal
states that by so acknowledging and by delivering a prospectus, a broker-dealer
will not be deemed to ad-
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mit that it is an "underwriter" within the meaning of Section 2(11) of the
Securities Act. See "Plan of Distribution."
We will not accept any alternative, conditional, irregular or contingent
tenders (unless waived by us). By executing a letter of transmittal or
transmitting an acceptance through ATOP, as the case may be, each tendering
holder waives any right to receive any notice of the acceptance for purchase of
its outstanding notes.
We will resolve all questions as to the validity, form, eligibility
(including time of receipt) and acceptance of tendered outstanding notes, and
such determination will be final and binding. We reserve the absolute right to
reject any or all tenders that are not in proper form or the acceptance of which
may, in the opinion of our counsel, be unlawful. We also reserve the absolute
right to waive any condition to the exchange offer and any irregularities or
conditions of tender as to particular outstanding notes. Our interpretation of
the terms and conditions of the exchange offer (including the instructions in
the letter of transmittal) will be final and binding. Unless waived, any
irregularities in connection with tenders must be cured within such time as we
shall determine. We, along with the exchange agent, shall be under no duty to
give notification of defects in such tenders and shall not incur liabilities for
failure to give such notification. Tenders of outstanding notes will not be
deemed to have been made until such irregularities have been cured or waived.
Any outstanding notes received by the exchange agent that are not properly
tendered and as to which the irregularities have not been cured or waived will
be returned by the exchange agent to the tendering holder, unless otherwise
provided in the letter of transmittal, as soon as practicable following the
expiration date.
LETTERS OF TRANSMITTAL AND OUTSTANDING NOTES MUST BE SENT ONLY TO THE
EXCHANGE AGENT. DO NOT SEND LETTERS OF TRANSMITTAL OR OUTSTANDING NOTES TO US OR
DTC.
The method of delivery of outstanding notes, letters of transmittal, any
required signature guaranties and all other required documents, including
delivery through DTC and any acceptance through ATOP, is at the election and
risk of the persons tendering and delivering acceptances or letters of
transmittal and, except as otherwise provided in the applicable letter of
transmittal, delivery will be deemed made only when actually received by the
exchange agent. If delivery is by mail, it is suggested that the holder use
properly insured, registered mail with return receipt requested, and that the
mailing be made sufficiently in advance of the expiration date to permit
delivery to the exchange agent prior to the expiration date.
Guaranteed Delivery Procedures
Notes held through DTC. DTC participants holding outstanding notes through
DTC who wish to cause their outstanding notes to be tendered, but who cannot
transmit their acceptances through ATOP prior to the expiration date, may cause
a tender to be effected if:
(1) guaranteed delivery is made by or through a firm or other entity
identified in Rule 17Ad-15 under the Exchange Act, including:
o a bank;
o a broker, dealer, municipal securities dealer, municipal
securities broker, government securities dealer or government
securities broker;
o a credit union;
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o a national securities exchange, registered securities association
or clearing agency; or
o a savings institution that is a participant in a Securities
Transfer Association recognized program;
(2) prior to the expiration date, the exchange agent receives from any
of the above institutions a properly completed and duly executed notice of
guaranteed delivery (by mail, hand delivery, facsimile transmission or
overnight courier) substantially in the form provided with this prospectus;
and
(3) book-entry confirmation and an agent's message in connection
therewith are received by the exchange agent within three Business Days
after the expiration date.
Notes held by Holders. Holders who wish to tender their outstanding notes
but (1) whose outstanding notes are not immediately available and will not be
available for tendering prior to the expiration date, or (2) who cannot deliver
their outstanding notes, the letter of transmittal, or any other required
documents to the exchange agent prior to the expiration date, may effect a
tender if:
o the tender is made by or through any of the above-listed institutions;
o prior to the expiration date, the exchange agent receives from any
above-listed institution a properly completed and duly executed notice
of guaranteed delivery, whether by mail, hand delivery, facsimile
transmission or overnight courier, substantially in the form provided
with this prospectus; and
o a properly completed and executed letter of transmittal, as well as
the certificate(s) representing all tendered outstanding notes in
proper form for transfer, and all other documents required by the
letter of transmittal, are received by the exchange agent within three
Business Days after the expiration date.
Withdrawal Rights
You may withdraw tenders of outstanding notes, or any portion of your
outstanding notes, in integral multiples of $1,000 principal amount due at the
stated maturity, at any time prior to 5:00 p.m., New York City time, on the
expiration date. Any outstanding notes properly withdrawn will be deemed to be
not validly tendered for purposes of the exchange offer.
Notes held through DTC. DTC participants holding outstanding notes who have
transmitted their acceptances through ATOP may, prior to 5:00 p.m., New York
City time, on the expiration date, withdraw the instruction given thereby by
delivering to the exchange agent, at its address set forth under "--Exchange
Agent," a written, telegraphic or facsimile notice of withdrawal of such
instruction. Such notice of withdrawal must contain the name and number of the
DTC participant, the principal amount due at the stated maturity of outstanding
notes to which such withdrawal relates and the signature of the DTC participant.
Receipt of such written notice of withdrawal by the exchange agent effectuates a
withdrawal.
Notes held by Holders. Holders may withdraw their tender of outstanding
notes, prior to 5:00 p.m., New York City time, on the expiration date, by
delivering to the exchange agent, at its address set forth under "--Exchange
Agent," a written, telegraphic or facsimile notice of withdrawal. Any such
notice of withdrawal must (1) specify the name of the person who tendered the
outstanding notes to be withdrawn, (2) contain a description of the outstanding
notes to be withdrawn and identify the certificate number or numbers shown on
the particular
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certificates evidencing such outstanding notes and the aggregate principal
amount due at the stated maturity represented by such outstanding notes and (3)
be signed by the holder of such outstanding notes in the same manner as the
original signature on the letter of transmittal by which such outstanding notes
were tendered (including any required signature guaranties), or be accompanied
by (x) documents of transfer in a form acceptable to us, in our sole discretion,
and (y) a properly completed irrevocable proxy that authorized such person to
effect such revocation on behalf of such holder. If the outstanding notes to be
withdrawn have been delivered or otherwise identified to the exchange agent, a
signed notice of withdrawal is effective immediately upon written, telegraphic
or facsimile notice of withdrawal even if physical release is not yet effected.
All signatures on a notice of withdrawal must be guaranteed by a recognized
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program or the Stock Exchange Medallion
Program; provided, however, that signatures on the notice of withdrawal need not
be guaranteed if the outstanding notes being withdrawn are held for the account
of any of the institutions listed above under "--Guaranteed Delivery
Procedures."
A withdrawal of an instruction or a withdrawal of a tender must be executed
by a DTC participant or a holder of outstanding notes, as the case may be, in
the same manner as the person's name appears on its transmission through ATOP or
letter of transmittal, as the case may be, to which such withdrawal relates. If
a notice of withdrawal is signed by a trustee, partner, executor, administrator,
guardian, attorney-in-fact, agent, officer of a corporation or other person
acting in a fiduciary or representative capacity, such person must so indicate
when signing and must submit with the revocation appropriate evidence of
authority to execute the notice of withdrawal. A DTC participant or a holder may
withdraw an instruction or a tender, as the case may be, only if such withdrawal
complies with the provisions of this prospectus.
A withdrawal of a tender of outstanding notes by a DTC participant or a
holder, as the case may be, may be rescinded only by a new transmission of an
acceptance through ATOP or execution and delivery of a new letter of
transmittal, as the case may be, in accordance with the procedures described
herein.
Exchange Agent
Citibank N.A. has been appointed as exchange agent for the exchange offer.
Questions, requests for assistance and requests for additional copies of this
prospectus or of the letter of transmittal should be directed to the exchange
agent addressed as follows:
By Registered or Certified Mail:
Citibank, N.A.,
as Exchange Agent
111 Wall Street, 15th Floor
New York, NY 10005
Attention: Agency & Trust Services
By Hand before 4:30 p.m.:
Citibank, N.A.,
as Exchange Agent
111 Wall Street, 15th Floor
New York, NY 10005
Attention: Agency & Trust Services
-19-
By Hand after 4:30 p.m. or by Overnight Courier:
Citibank, N.A.
as Exchange Agent
111 Wall Street, 15th Floor
New York, NY 10005
Attention: Agency & Trust Services
Facsimile: (212) 825-3483
Telephone: (800) 422-2066
Attention: Customer Service
The exchange agent also acts as trustee under the Indenture.
Transfer Taxes
Holders of outstanding notes who tender their outstanding notes for
exchange notes will not be obligated to pay any transfer taxes in connection
therewith, except that holders who instruct us to register exchange notes in the
name of, or request that outstanding notes not tendered or not accepted in the
exchange offer be returned to, a person other than the registered tendering
holder will be responsible for the payment of any applicable transfer tax
thereon.
-20-
DESCRIPTION OF NOTES AND GUARANTEES
Burlington Resources Finance Company issued the outstanding notes and will
issue the exchange notes under the indenture dated February 12, 2001, between
Burlington Resources Finance Company, as issuer, and Citibank, N.A., as trustee.
Burlington Resources guaranteed the outstanding notes and will guarantee the
exchange notes under a guarantee agreement dated February 12, 2001, between
Burlington Resources, as guarantor, and Citibank, N.A., as trustee. Each series
of notes will be issued in the form of one or more global notes registered in
the name of The Depository Trust Company or its nominee, as described under "--
Form, Denomination and Registration." The following description is a summary of
the material provisions of the outstanding notes, the indenture and the
guarantee agreement. The terms of the exchange notes and guarantees are
substantially identical in all material respects to the outstanding notes and
guarantees, except that the exchange notes and guarantees will have been
registered under the Securities Act and, therefore, will not bear legends
restricting their transfer and will not contain certain provisions providing for
liquidated damages under certain circumstances described in the registration
rights agreement, the provisions of which will terminate upon the consummation
of the exchange offer. These descriptions do not restate the indenture or the
guarantee agreement in their entirety. Burlington Resources and Burlington
Resources Finance Company urge you to read the indenture and the guarantee
agreement because they, and not this description, define your rights as holders
of the notes. Burlington Resources and Burlington Resources Finance Company
previously filed a copy of the indenture and the guarantee agreement as exhibits
to the registration statement on Form S-3 (Registration No. 333-61600). Unless
otherwise stated, all references to "issuer" mean Burlington Resources Finance
Company and all references to "guarantor" mean Burlington Resources and the term
"notes" refers to both the outstanding notes and the exchange notes.
With certain exceptions and pursuant to certain requirements set forth in
the indenture, Burlington Resources Finance Company may discharge its
obligations under the indenture with respect to the notes as described under "--
Defeasance."
Principal, Maturity and Interest
The notes are senior unsecured obligations of Burlington Resources Finance
Company. Burlington Resources has irrevocably and unconditionally guaranteed the
notes as to principal, premium, if any, interest and additional amounts, if any.
The 2006 notes will mature on December 1, 2006, the 2011 notes will mature
on December 1, 2011, and the 2031 notes will mature on December 1, 2031.
Interest on the 2006 notes accrues at the rate of 5.60% per year, interest on
the 2011 notes accrues at the rate of 6.50% per year and interest on the 2031
notes accrues at the rate of 7.40% per year and, in each case, will be payable
semi-annually in arrears on June 1 and December 1 of each year, commencing on
the first interest payment date after the issuance of the exchange notes.
Burlington Resources Finance Company will make each interest payment to the
person in whose name the notes are registered at the close of business on the
immediately preceding May 15 or November 15, as the case may be, whether or not
that date is a Business Day.
Interest on the notes accrues from the most recent date to which interest
has been paid and is computed on the basis of a 360-day year comprised of twelve
30-day months.
If any interest payment date, maturity date or redemption date falls on a
day that is not a Business Day, the payment will be made on the next Business
Day and, unless Burlington Resources Finance Company defaults on the payment, no
interest will accrue for the period from and after the interest payment date,
maturity date or redemption date.
-21-
Burlington Resources Finance Company and Burlington Resources may in the
future, without the consent of the holders, increase the principal amount of
each series of notes on the same terms and conditions and with the same CUSIP
numbers as the notes being offered hereby. Any such additional notes will vote
together with all other notes of such series for purposes of amendments, waivers
and all other matters with respect to such series.
Special Mandatory Redemption
The outstanding notes contain a provision that required Burlington
Resources Finance Company to transfer the proceeds from the offering, directly
or indirectly, to a Canadian subsidiary of Burlington Resources for the purpose
of enabling such subsidiary to pay a portion of the cost of the Canadian Hunter
acquisition or redeem the outstanding notes.
Since Burlington Resource Finance Company complied with its obligation to
transfer the proceeds from the offering of the outstanding notes, directly or
indirectly, to a Canadian subsidiary of Burlington Resources for the purpose of
enabling such subsidiary to pay a portion of the cost of the Canadian Hunter
acquisition, this special mandatory redemption provision no longer has any
effect and Burlington Resources Finance Company will not be required to redeem
the notes pursuant to this provision.
Optional Redemption
Burlington Resources Finance Company may redeem all or a portion of each
series of the notes at any time as set forth below. Burlington Resources Finance
Company will mail notice to registered holders of the notes of such series of
its intent to redeem not less than 30 nor more than 60 days prior to the
redemption date. Burlington Resources Finance Company may redeem the notes at a
redemption price applicable to each series of notes equal to the greater of:
o 100% of the principal amount of such series plus accrued interest to
the redemption date; or
o the sum of the present values of the remaining scheduled payments of
principal and interest (exclusive of the interest accrued to the date
of redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 25 basis points in the case of the 2006 notes, the
2011 notes or the 2031 notes, as the case may be, plus in each case
accrued interest on the principal amount of such series being redeemed
to the redemption date.
"Treasury Rate" means, with respect to any redemption date, (i) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before
or after the Remaining Life, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be determined and
the Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (ii) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date. The Treasury Rate shall be calculated on the third
Business Day preceding the redemption date.
-22-
"Business Day" means any day that is not a Saturday, Sunday or legal
holiday in New York, New York and on which commercial banks are open for
business in New York, New York.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the applicable series of notes.
"Comparable Treasury Price" means, with respect to any redemption date, (A)
the average of four Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Independent Investment Banker obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such Quotations.
"Independent Investment Banker" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee.
"Reference Treasury Dealer" means (i) each of Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Morgan Stanley & Co. Incorporated and two other primary
U.S. Government securities dealers in New York City (each, a "Primary Treasury
Dealer") and their respective successors, provided, however, that if any of the
foregoing shall cease to be a Primary Treasury Dealer, we will substitute
therefor another Primary Treasury Dealer and (ii) any other Primary Treasury
Dealer selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by such
Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such
redemption date.
Ranking of Notes and Guarantees
The notes issued by Burlington Resources Finance Company are:
o senior unsecured obligations of Burlington Resources Finance Company
and 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 ranks equally and ratably with all other unsecured and
unsubordinated indebtedness of Burlington Resources.
Dividend and other distributions to the issuer from any subsidiary of the
issuer may be subject to certain statutory, contractual and other restrictions
(including, without limitation, exchange controls that may be applicable to
foreign subsidiaries). At the present time the issuer has no 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. 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 indenture does
not restrict the amount of indebtedness that Burlington Resources, Burlington
Resources Finance Company or Burlington Resources' other subsidiaries may incur.
-23-
Guarantees
Burlington Resources has fully and unconditionally guaranteed to each
holder of notes 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 notes, 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 notes and of the
indenture.
Burlington Resources has:
o agreed that, if an event of default occurs under the notes, 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 notes or the indenture or any
supplement thereto,
o waived 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 agreed to be subject to the restrictions set forth below under
"Limitation on Liens Covenant" and "Merger, Amalgamation,
Consolidation and Assumption" as if Burlington Resources was the
"issuer."
Limitation on Liens Covenant
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 authorized now or after the date of the
indenture, 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.
-24-
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.
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 indenture provides that, so long as any notes
issued under the 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 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 notes 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 notes, 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:
-25-
(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 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
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;
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;
-26-
(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;
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
-27-
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 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 by 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;
(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;
-28-
(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 indenture, 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 notes, 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 assets of the issuer
expressly assumes its obligations on the notes and under the
indenture; and
o other conditions described in the indenture 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.
Additionally, the issuer may assign all of its obligations under the notes
and the indenture to Burlington Resources or any of its subsidiaries, provided
that the person to which such obligations are assigned expressly assumes the
issuer's obligations under the notes 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 indenture and the notes.
Events of Default; Rights on Default
The indenture defines an event of default with respect to notes 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;
-29-
o the issuer or the guarantor defaults for 90 days after appropriate
notice in the performance of any other covenant in the notes, the
indenture or the guarantee agreement, as applicable;
o the issuer or the guarantor has an event of bankruptcy, insolvency or
reorganization; or
o the guarantee 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 notes 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 notes 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 notes as a
result of a failure to perform a covenant or because of bankruptcy, insolvency
or reorganization, the principal amount of all notes 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 notes under the
indenture.
The holders of a majority in principal amount of the notes 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 indenture.
Before proceeding to exercise any right or power under the indenture 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.
Each of the issuer and the guarantor must furnish the trustee annually with
a statement that, to the best knowledge of the officers signing the statement,
it is not in default in the performance of the terms of the indenture or, if the
officers signing the statement know that Burlington Resources Finance Company or
Burlington Resources, as the case may be, is in default, specifying the default.
The indenture requires the trustee to give to all holders of notes notice of any
default by Burlington Resources Finance Company or Burlington Resources unless
the default has been cured or waived. However, except for a default in the
payment of principal of or interest on any notes, 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 notes.
Defeasance
If any series of notes has either:
o become due and payable or is by its terms due and payable within one
year; or
o is to be called for redemption within one year,
-30-
the indenture provides that the issuer may discharge substantially all of its or
the guarantor's, obligations to holders of such series of notes 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 notes
when the series matures.
The issuer can also discharge substantially all of its and the guarantor's
obligations for any series of notes, including the issuer's or the guarantor's
obligations under the covenants in the indenture, by irrevocably depositing with
the trustee enough funds to pay the principal of and interest on the notes when
the series matures. The issuer must also obtain opinions of United States and
Canadian counsel to the effect that as a result of the defeasance, holders of
that series of notes will not recognize income, gain or loss for United States
federal income tax purposes and Canadian income tax purposes and will be subject
to United States federal income tax and Canadian 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 indenture does not contain provisions requiring the issuer or the
guarantor to redeem or to adjust the terms of the notes upon a change in
control.
Other than restrictions on liens described under "-- Limitation on Liens
Covenant" above, the indenture does not contain any covenants or other
provisions designed to afford holders of the notes protection in the event of a
highly leveraged transaction.
Modification of the Indenture
The indenture and the guarantee agreement provide that the issuer, the
guarantor and the trustee may enter into supplemental indentures without the
consent of the holders of notes to:
o secure any of the notes;
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 notes;
o change or eliminate any of the provisions of the indenture, provided
that any such change or elimination shall become effective only after
there are no notes of any series entitled to the benefit of such
provision outstanding;
o establish the forms or terms of notes of any series;
o cure any ambiguity or correct any inconsistency in the indenture; or
o evidence the acceptance of appointment by a successor trustee.
The indenture and the guarantee agreement also contain provisions
permitting the issuer, the guarantor and the trustee to add any provisions to,
or change in any manner or eliminate any of the provisions of, the indenture or
the guarantee agreement, as the case may be, or modify in any manner the rights
of the holders of such notes with the consent of the affected holders of at
least a majority in principal amount of all series of notes then
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outstanding, with each such series voting as a separate class. However, the
issuer, the guarantor and the trustee may not, without the consent of the
affected holder of each outstanding note:
o change the stated maturity of the principal of or any installment of
interest on any note;
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 notes requiring consent
of holders for any modification; or
o release the guarantee except in compliance with the terms of the
guarantee agreement and the indenture.
Applicable Law
The notes and the indenture are governed by and construed in accordance
with the law of the State of New York.
Trustee
Citibank, N.A. is the trustee under the indenture for the notes of
Burlington Resources Finance Company. Citibank, N.A. serves as trustee under
various indentures relating to the obligations of Burlington Resources and its
subsidiaries. Burlington Resources has customary banking relationships with
Citibank, N.A., including its participation as one of the agent banks in
Burlington Resources' revolving credit agreements.
Form, Denomination and Registration
Denomination and Registration. The exchange notes will be issued in fully
registered form, without coupons, in denominations of $1,000 principal amount
and whole multiples of $1,000.
Global Notes; Book-Entry Form. Except as provided below, we will initially
issue exchange notes in the form of global notes deposited with the trustee as
custodian for DTC, and registered in the name of Cede & Co. as DTC's nominee.
Record ownership of the global notes may be transferred, in whole or in
part, only to another nominee of DTC or to a successor of DTC or its nominee,
except as set forth below. You may hold interests in the global notes directly
through DTC if you are a participant in DTC, or indirectly through organizations
which are direct DTC participants if you are not a participant in DTC. Transfers
between direct DTC participants will be effected in the ordinary way in
accordance with DTC's rules and will be settled in same-day funds. You may also
beneficially own interests in the global notes held by DTC through certain
banks, brokers, dealers, trust companies and other parties that clear through or
maintain a custodial relationship with a direct DTC participant, either directly
or indirectly.
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So long as Cede & Co., as nominee of DTC, is the registered owner of the
global notes, Cede & Co. for all purposes will be considered the sole holder of
the global notes. Except as provided below, owners of beneficial interests in
the global notes:
o will not be entitled to have certificates registered in their names;
o will not receive or be entitled to receive physical delivery of
certificates in definitive form; and
o will not be considered holders of the global notes.
The laws of some states require that certain persons take physical delivery of
securities in definitive form. Consequently, the ability of an owner of a
beneficial interest in a global security to transfer the beneficial interest in
the global security to such persons may be limited.
We will wire, through the facilities of the trustee, any payments due in
respect of the global notes to Cede & Co., the nominee of DTC, as the registered
owner of the global notes. None of Burlington Resources, Burlington Resources
Finance Company, the trustee and any paying agent will have any responsibility
or be liable for paying amounts due on the global notes to owners of beneficial
interests in the global notes.
It is DTC's current practice, upon receipt of any payment due in respect of
the global notes, to credit participants' accounts on the payment date in
amounts proportionate to their respective beneficial interests in the notes
represented by the global notes, as shown on the records of DTC, unless DTC
believes that it will not receive payment on the payment date. Payments by DTC
participants to owners of beneficial interests in notes represented by the
global notes held through DTC participants will be the responsibility of DTC
participants, as is now the case with securities held for the accounts of
customers registered in "street name."
Because of time zone differences, the securities accounts of a Euroclear or
Clearstream participant purchasing an interest in a global security from a
participant in DTC will be credited, and any such crediting will be reported to
the relevant Euroclear or Clearstream participant, during the securities
settlement processing day (which must be a business day for Euroclear or
Clearstream) immediately following the settlement date of DTC. Cash received in
Euroclear or Clearstream as a result of sales of interests in a global security
by or through a Euroclear or Clearstream participant to a participant in DTC
will be received with value on the settlement date of DTC but will be available
in the relevant Euroclear or Clearstream cash account only as of the business
day for Euroclear or Clearstream following DTC's settlement date.
Since DTC can only act on behalf of DTC participants, who in turn act on
behalf of indirect DTC participants and other banks, your ability to pledge your
interest in the notes represented by global notes to persons or entities that do
not participate in the DTC system, or otherwise take actions in respect of such
interest, may be affected by the lack of a physical certificate.
None of Burlington Resources, Burlington Resources Finance Company, and the
trustee (including none of any registrar, paying agent or conversion agent under
the indenture) will have any responsibility for the performance by DTC or direct
or indirect DTC participants of their obligations under the rules and procedures
governing their operations. DTC has advised us that it will take any action
permitted to be taken by a holder of notes only at the direction of one or more
direct DTC participants to whose account with DTC interests in the global notes
are credited and only for the principal amount at maturity of the notes for
which directions have been given.
DTC has advised us as follows: DTC is a limited-purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the Uniform
Commercial Code and a "clearing agency" registered pursuant to the provisions of
Section 17A of the
-33-
Exchange Act, as amended. DTC was created to hold securities for DTC
participants and to facilitate the clearance and settlement of securities
transactions between DTC participants through electronic book-entry changes to
the accounts of its participants, thereby eliminating the need for physical
movement of certificates. Participants include securities brokers and dealers,
banks, trust companies and clearing corporations and may include certain other
organizations, such as the initial purchaser of the notes. Certain DTC
participants or their representatives, together with other entities, own DTC.
Indirect access to the DTC system is available to others such as banks, brokers,
dealers and trust companies that clear through, or maintain a custodial
relationship with, a participant, either directly or indirectly.
Although we expect that DTC, Euroclear and Clearstream will agree to the
foregoing procedures in order to facilitate transfers of interests in the global
notes among participants of DTC, Euroclear and Clearstream, DTC, Euroclear and
Clearstream are under no obligation to perform or continue to perform such
procedures, and such procedures may be discontinued at any time. If DTC is at
any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by us within 90 days, we will cause notes to be
issued in definitive form in exchange for the global notes. None of Burlington
Resources, Burlington Resources Finance Company, the trustee or any of their
respective agents will have any responsibility for the performance by DTC,
Euroclear or Clearstream or their or its direct or indirect participants of
their obligations under the rules and procedures governing their operations,
including maintaining, supervising or reviewing the records relating to, or
payments made on account of, beneficial ownership interests in global notes.
According to DTC, the foregoing information with respect to DTC has been
provided to its participants and other members of the financial community for
information purposes only and is not intended to serve as a representation,
warranty or contract modification of any kind.
Definitive Notes. Definitive notes may be issued in exchange for notes
represented by the global notes if we do not appoint a successor depositary as
set forth above under "-- Global Notes; Book-Entry Form" or in certain other
circumstances set forth in the indenture.
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CERTAIN INCOME TAX CONSIDERATIONS
United States Federal Income Tax Considerations
The following section describes certain anticipated U.S. federal income tax
consequences relating to the exchange of outstanding notes for exchange notes
pursuant to the exchange offer. This description is based upon the Internal
Revenue Code of 1986, as amended; existing administrative pronouncements and
judicial decisions; and existing and proposed Treasury regulations, each as
available and in effect as of the date hereof. All of the foregoing are subject
to change, and any such change could be retroactive and could affect the
continuing validity of this description.
This description deals only with exchange notes held as capital assets by
initial holders that acquire the exchange notes pursuant to the exchange offer.
This description does not discuss all of the tax consequences that may be
relevant to holders subject to special rules, such as (1) certain financial
institutions, (2) real estate investment trusts, (3) regulated investment
companies, (4) grantor trusts, (5) insurance companies, (6) dealers or traders
in securities or currencies, (7) persons holding notes in connection with a
hedging transaction, straddle, conversion transaction or other integrated
transaction or (8) persons who have ceased to be United States citizens or to be
taxed as resident aliens. This description also does not address the U.S.
federal estate and gift tax consequences or any applicable foreign, state or
local tax laws.
Holders should consult their tax advisors with regard to the application of
U.S. federal income and estate tax laws to their particular situation, as well
as any tax consequences arising under the laws of any state, local or foreign
taxing jurisdiction.
Exchange Offer
The exchange of outstanding notes by a holder for exchange notes pursuant
to the exchange offer will not constitute a taxable exchange for U.S. federal
income tax purposes. A holder will not recognize gain or loss upon the receipt
of exchange notes pursuant to the exchange offer and will be required to treat
the exchange notes and any payments thereon for U.S. federal income tax purposes
as if the exchange offer had not occurred. A holder's holding period for
exchange notes will include the holding period for the outstanding notes
exchanged pursuant to the exchange offer and a holder's adjusted basis in
exchange notes will be the same as such holder's adjusted basis in such
outstanding notes.
The above description is not intended to constitute a complete analysis of
all tax consequences relating to the exchange of outstanding notes for exchange
notes pursuant to the exchange offer or the acquisition, ownership, and
disposition of the exchange notes. You should consult with your own tax advisor
regarding the application of the U.S. federal income tax laws to your particular
situation, as well as any tax consequences that may arise under the laws of any
state, local, or other taxing jurisdiction.
Canadian Federal Income Tax Considerations
The following summary describes certain anticipated Canadian federal income
tax considerations relating to the exchange of outstanding notes for exchange
notes pursuant to the exchange offer to persons who acquired their outstanding
notes pursuant to the original private offering of such notes on November 16,
2001 and who, for the purpose of the Income Tax Act (Canada) (the "ITA"), are
non-residents of Canada and hold their outstanding notes as capital property.
This summary is based on the current provisions of the ITA and the regulations
thereunder, the current assessing and administrative practices of the Canada
Customs and Revenue Agency (the "CCRA"), all specific proposals to amend the ITA
and the regulations thereunder publicly announced by the Minister of Finance
(Canada) before the date of this prospectus and the assumption that the ex-
-35-
change of outstanding notes for exchange notes, pursuant to the exchange offer,
does not constitute a repayment, under the commercial laws of the jurisdiction
which governs the outstanding notes, of the indebtedness evidenced by the
outstanding notes. This summary does not otherwise take into account or
anticipate changes in the law or in the assessing and administrative practices
of the CCRA, whether by judicial, governmental or legislative decision or
action, nor does it take into account tax legislation or considerations of any
province or territory of Canada or any jurisdiction other than Canada.
This summary is of a general nature only and is not intended to be, and
should not be interpreted as, legal or tax advice to any holder of outstanding
notes. Holders of outstanding notes should consult their own tax advisors with
regard to the application of Canadian federal income tax laws to their
particular situation.
The exchange of outstanding notes by a holder for exchange notes pursuant
to the exchange offer will not constitute a taxable event under the ITA.
Accordingly, no tax on income (including capital gains) will be payable under
the ITA in respect of the exchange of outstanding notes for exchange notes
pursuant to the exchange offer.
-36-
PLAN OF DISTRIBUTION
Based on an interpretation by the staff of the Commission in a series of
"no-action" letters issued to third parties in similar transactions, we believe
that exchange notes issued to you in the exchange offer in exchange for your
outstanding notes may be offered for resale, resold and otherwise transferred by
you, unless you are an "affiliate" of ours or any of our subsidiaries, within
the meaning of Rule 405 under the Securities Act, without compliance with the
registration and prospectus delivery provisions of the Securities Act. However,
this applies only if your exchange notes are acquired in the ordinary course of
your business and you have no arrangement with any person to participate in the
distribution of your exchange notes. We refer you to the "Exxon Capital Holdings
Corporation" SEC No-Action Letter available May 13, 1988, the "Morgan Stanley &
Co. Incorporated" SEC No-Action Letter available June 5, 1991, the "Shearman &
Sterling" SEC No-Action Letter available July 2, 1993 and the "Brown & Wood LLP"
SEC No-Action Letter available February 7, 1997 for support of our belief.
Each broker-dealer that receives exchange notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of exchange notes received in
exchange for outstanding notes where such outstanding notes were acquired by
such broker-dealer as a result of market-making activities or other trading
activities. We have agreed that for a period of 90 days after effectiveness of
the exchange offer registration statement, we will make this prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale.
We will not receive any proceeds from any sale of exchange notes. Exchange
notes received by broker-dealers for their own account pursuant to the exchange
offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the exchange notes or a combination of such methods of resale, at
market prices prevailing at the time of resale, at prices related to such
prevailing market prices or at negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such exchange notes. Any
broker-dealer that resells exchange notes that were received by it for its own
account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of such exchange notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit of any
such resale of exchange notes and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The letter of transmittal states that, by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act. By
acceptance of the exchange offer, each broker-dealer that receives exchange
notes pursuant to the exchange offer hereby agrees to notify us prior to using
this prospectus in connection with the sale or transfer of exchange notes, and
acknowledges and agrees that, upon receipt of notice from us of the happening of
any event which makes any statement in this prospectus untrue in any material
respect or which requires the making of any changes in this prospectus in order
to make the statements herein not misleading (which notice we agree to deliver
promptly to such broker-dealer), such broker-dealer will suspend use of this
prospectus until we have amended or supplemented the prospectus to correct such
misstatement or omission and have furnished copies of the amended or
supplemented prospectus to such broker-dealer.
For a period of 90 days after effectiveness of the exchange offer
registration statement, we will promptly upon request send additional copies of
this prospectus and any amendment or supplement thereto to any broker-dealer
that requests such documents in the letter of transmittal. We have agreed to pay
all expenses incident to the exchange offer (including the expenses of any one
special counsel for the holders of the outstanding notes) other than commissions
or concessions of any brokers or dealers and will indemnify the holders of the
outstand-
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ing notes participating in the exchange offer (including any broker-dealers)
against certain liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
The legality of the exchange notes will be passed upon for us by Stewart
McKelvey Stirling Scales, Halifax, Nova Scotia, Canada, with respect to various
matters of Canadian law and Cahill Gordon & Reindel, New York, New York, with
respect to various matters of United States law. 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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================================================================================
$1,500,000,000
BURLINGTON RESOURCES
FINANCE COMPANY
Offer to Exchange
$500,000,000 Aggregate Principal Amount of 5.60% Notes due 2006
$500,000,000 Aggregate Principal Amount of 6.50% Notes due 2011
$500,000,000 Aggregate Principal Amount of 7.40% Notes due 2031
Fully and Unconditionally Guaranteed by
BURLINGTON RESOURCES INC.
for
Burlington Resources Finance Company
$500,000,000 Aggregate Principal Amount of 5.60% Notes due 2006
$500,000,000 Aggregate Principal Amount of 6.50% Notes due 2011
$500,000.000 Aggregate Principal Amount of 7.40% Notes due 2031
Fully and Unconditionally Guaranteed by
Burlington Resources Inc.
and
Each Registered Under the Securities Act of 1933, as Amended.
- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------
June 21, 2002
================================================================================
We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You must not
rely on unauthorized information. This prospectus is not an offer to sell or buy
any securities in any jurisdiction where it is unlawful. The information in this
prospectus is current as of the date hereof.
Dealers that effect transactions in the exchange notes, whether or not
participating in this distribution, may be required to deliver a prospectus.
This is in addition to the dealers' obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS.
ITEM 20. 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 respect to an employee benefit plan.
Burlington Resources Inc. 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 Inc.'s
certificate of incorporation may have no effect on claims arising under the
federal securities laws.
II-1
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 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.
For a statement of the registrants' undertakings with respect to
indemnification of directors and officers, see Item 22 below.
Item 21. EXHIBITS.
3.1 -- Certificate of Incorporation of Burlington Resources Inc. as
amended November 18, 1999 (incorporated by reference to Exhibit 3.1 on
Form 10-K, filed March 17, 2000)
3.2 -- By-laws of Burlington Resources Inc. as amended as of December 6,
2000 (incorporated by reference to Exhibit 3.2 on Form 10-K filed
February 21, 2001)
3.3 -- Memorandum and Articles of Association of Burlington Resources
Finance Company, as amended (incorporated by reference to Exhibit 3.3
of Registration Statement on Form S-4, No. 333-87166, filed April 29,
2002)
4.1 -- Indenture, dated as of February 12, 2001, between Burlington
Resources Finance Company and Citibank, N.A., (as Trustee)
(incorporated by reference to Exhibit 4.1 of Registration Statement on
Form S-4, No. 333-87166, filed April 29, 2002)
4.2 -- Form of Officers' certificate pursuant to the Indenture between
Burlington Resources Finance Company and Citibank, N.A, (as Trustee)
(including Form of Global Exchange Notes) (incorporated by reference
to Exhibit 4.2 of Registration Statement on Form S-4, No. 333-87166,
filed April 29, 2002)
4.3 -- Registration Rights Agreement, dated November 16, 2001 among
Burlington Resources Finance Company, Burlington Resources Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley &
Co. Incorporated and the other Initial Purchasers (incorporated by
reference to Exhibit 4.3 of Registration Statement on Form S-4, No.
333-87166, filed April 29, 2002)
4.4 -- Global Outstanding Notes (incorporated by reference to Exhibit 4.4
of Registration Statement on Form S-4, No. 333-87166, filed April 29,
2002)
4.5 -- Guarantee Agreement, dated February 12, 2001, of Burlington
Resources Inc. with respect to Senior Debt Securities of Burlington
Resources Finance Company (incorporated by reference to Exhibit 4.5 of
Registration Statement on Form S-4, No. 333-87166, filed April 29,
2002)
4.6 -- Purchase Agreement, dated November 8, 2001, among Burlington
Resources Finance Company, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated and the other Initial
Purchasers (incorporated by reference to Exhibit 4.6 of Registration
Statement on Form S-4, No. 333-87166, filed April 29, 2002)
II-2
4.7 -- Indenture, dated as of June 15, 1990, between Burlington Resources
Inc. and Citibank, N.A. (as Trustee) including Form of Debt Securities
(incorporated by reference to Exhibit 4.2 to Form 8, filed February
1992)
4.8 -- Indenture, dated as of October 1, 1991, between Burlington
Resources Inc. and Citibank, N.A. (as Trustee), including Form of Debt
Securities (incorporated by reference to Exhibit 4.3 to Form 8, filed
February 1992)
4.9 -- Indenture, dated as of April 1, 1992, between Burlington Resources
Inc. and Citibank, N.A. (as Trustee), including Form of Debt
Securities (incorporated by reference to Exhibit 4.4 to Form 8, filed
March 1993)
4.10 -- Indenture, dated as of June 15, 1992, between the Louisiana Land
and Exploration Company ("LL&E") and Texas Commerce Bank National
Association (as Trustee) (incorporated by reference to Exhibit 4.1 to
LL&E's Form S-3, as amended, filed November 1993)
5.1 -- Opinion of Cahill Gordon & Reindel (incorporated by reference to
Exhibit 5.1 of Registration Statement on Form S-4, No. 333-87166,
filed April 29, 2002)
5.2 -- Opinion of Stewart McKelvey Stirling Scales (incorporated by
reference to Exhibit 5.2 of Registration Statement on Form S-4, No.
333-87166, filed April 29, 2002)
10.1 -- The 1988 Burlington Resources Inc. Stock Option Incentive Plan as
amended (incorporated by reference to Exhibit 10.4 to Form 8, filed
March 1993)
10.2 -- Burlington Resources Inc. Incentive Compensation Plan as amended
and restated (incorporated by reference to Exhibit 10.29 to Form 10-Q,
filed November 6, 2000); Amendment to Burlington Resources Inc.
Incentive Compensation Plan dated December 2000 (incorporated by
reference to Exhibit 10.2 to Form 10-K, filed February 21, 2001);
Amendment to Burlington Resources Inc. Incentive Compensation Plan
dated January 9, 2002 (incorporated by reference to Exhibit 10.1 to
Form 10-Q, filed April 26, 2002)
10.3 -- Burlington Resources Inc. Senior Executive Survivor Benefit Plan
dated as of January 1, 1989 (incorporated by reference to Exhibit
10.11 to Form 8, filed February 1989)
10.4 -- Burlington Resources Inc. Deferred Compensation Plan as amended and
restated (incorporated by reference to Exhibit 10.4 to Form 10-K,
filed February 13, 1997)
10.5 -- Burlington Resources Inc. Supplemental Benefits Plan as amended and
restated (incorporated by reference to Exhibit 10.5 to Form 10-K,
filed February 13, 1997)
10.6 -- Employment Contract between Burlington Resources Inc. and Bobby S.
Shackouls (incorporated by reference to Exhibit 10.7 to Form 10-K,
filed February 8, 1996); Amendment to Employment Contract between
Burlington Resources Inc. and Bobby S. Shackouls, dated July 9, 1997
(incorporated by reference to Exhibit 10.6 to Form 10-K, filed
February 13, 1998); Amendment to Employment Contract between the
Company and Bobby S. Shackouls (incorporated by reference to Exhibit
10.29 to Form 10-Q, filed August 6, 1999)
10.7 -- Burlington Resources Inc. Compensation Plan for Non-Employee
Directors as amended and restated (incorporated by reference to
Exhibit 10.8 to Form 10-K, filed February 13, 1997)
10.8 -- Amended and Restated Burlington Resources Inc. Executive Change in
Control Severance Plan, formerly known as the Key Executive Severance
Protection Plan (incorporated by reference to Exhibit 10.8 to Form
10-K, filed February 21, 2001)
10.9 -- Burlington Resources Inc. Retirement Income Plan for Directors
(incorporated by reference to Exhibit 10.21 to Form 8, filed February
1991)
10.10 -- Burlington Resources Inc. 1991 Director Charitable Award Plan,
dated as of January 16, 1991 (incorporated by reference to Exhibit
10.22 to Form 8, filed February 1991)
10.11 -- 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
(incorporated by reference to Exhibit 10.24 to Form 8, filed February
1992)
10.12 -- Burlington Resources Inc. 1992 Stock Option Plan for Non-employee
Directors (incorporated
II-3
by reference to Exhibit 28.1 of Form S-8, No. 33-46518, filed March
1992)
10.13 -- Burlington Resources Inc. Key Executive Retention Plan and
Amendments No. 1 and 2 (incorporated by reference to Exhibit 10.20 to
Form 8, filed March 1993); Amendments No. 3 and 4 to the Burlington
Resources Inc. Key Executive Retention Plan (incorporated by reference
to Exhibit 10.17 to Form 10-K, filed February 14, 1994)
10.14 -- Burlington Resources Inc. 1992 Performance Share Unit Plan as
amended and restated (incorporated by reference to Exhibit 10.17 to
Form 10-K, filed February 13, 1997)
10.15 -- Burlington Resources Inc. 1993 Stock Incentive Plan (incorporated
by reference to Exhibit 10.22 to Form 10-K, filed February 1994);
Amendment to Burlington Resources Inc. 1993 Stock Incentive Plan dated
April 2000 (incorporated by reference to Exhibit 10.15 to Form 10-K,
filed February 21, 2001); Amendment to Burlington Resources 1993 Stock
Incentive Plan dated December 2000 (incorporated by reference to
Exhibit 10.2 to Form 10-K, filed February 21, 2001)
10.16 -- Burlington Resources Inc. 1994 Restricted Stock Exchange Plan
(incorporated by reference to Exhibit 10.23 to Form 10-K, filed
February 9, 1995); Amendment to Burlington Resources Inc. 1994
Restricted Stock Exchange Plan dated December 2000 (incorporated by
reference to Exhibit 10.2 to Form 10-K, filed February 21, 2001)
10.17 -- Burlington Resources Inc. 1997 Performance Share Unit Plan
(incorporated by reference to Exhibit 10.21 to Form 10-K, filed
February 13, 1997)
*10.18 -- $400 million Short-term Revolving Credit Agreement, dated as of
February 25, 1998, as Amended and Restated December 7, 2001, between
Burlington Resources Inc. and JPMorgan Chase Bank, as agent
(incorporated by reference to Exhibit 10.18 on Form 10-K, filed
February 15, 2002); Amendment No. 1 dated April 25, 2002 to $400
million Short-term Revolving Credit Agreement
*10.19 -- $600 million Long-term Revolving Credit Agreement, dated as of
February 25, 1998, as Amended and Restated December 7, 2001, between
Burlington Resources Inc. and JPMorgan Chase Bank, as agent
(incorporated by reference to Exhibit 10.19 on Form 10-K, filed
February 15, 2002); Amendment No. 1 dated April 25, 2002 to $600
million Long-term Revolving Credit Agreement
10.20 -- Form of Termination Agreement with Certain Senior Management
Personnel as amended (incorporated by reference to Exhibit 10(a)(i) to
LL&E's Form 10-K, filed March 1996)
10.21 -- Form of The Louisiana Land and Exploration Company Deferred
Compensation Arrangement for Selected Key Employees (incorporated by
reference to 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 (incorporated by reference to
Exhibit 10.26 to Form 10-K, filed February 26, 1999)
10.22 -- The LL&E Supplemental Excess Plan (incorporated by reference to
Exhibit 10(j) to LL&E's Form 10-K, filed March 1993)
10.23 -- Severance benefit agreement between Burlington Resources Inc. and
John A Williams, dated March 25, 1999 (incorporated by reference to
Exhibit 10.28 to Form 10-Q, filed May 4, 1999)
10.24 -- Form of agreement on pension related benefits with certain former
Seattle holding company office employees (incorporated by reference to
Exhibit 10.26 to Form 10-K, filed March 17, 2000)
10.25 -- Poco Petroleums Ltd. Incentive Stock Option Plan (incorporated by
reference to Form S-8 No. 333-91247, filed November 18, 1999)
10.26 -- Employee Savings Plan for Eligible Employees of Poco Petroleums
Ltd. (incorporated by reference to Exhibit 4.4 to Form S-8 No.
333-95071, filed January 20, 2000)
10.27 -- Burlington Resources Inc. Phantom Stock Plan for Non-Employee
Directors (incorporated by reference to Exhibit 10.12 to Form 10-K,
filed February 8, 1996); First Amendment to the
II-4
Burlington Resources Inc. Phantom Stock Plan for Non-Employee
Directors (incorporated by reference to Exhibit 10.29 to Form 10-Q,
filed May 11, 2000)
10.28 -- Burlington Resources Inc. 2000 Stock Option Plan for Non-Employee
Directors (incorporated by reference to Exhibit 10.30 to Form 10-Q,
filed August 15, 2000)
10.29 -- Letter agreement regarding Steven J. Shapiro dated October 18,
2000 (incorporated by reference to Exhibit 10.29 to Form 10-K, filed
February 21, 2001)
10.30 -- Burlington Resources Inc. 2001 Performance Share Unit Plan
(incorporated by reference to Exhibit 10.30 to Form 10-K, filed
February 21, 2001); Amendment No. 1 to Burlington Resources Inc. 2001
Performance Share Unit Plan dated January 9, 2002 (incorporated by
reference to Exhibit 10.2 to Form 10-Q, filed April 26, 2002)
10.31 -- Pre-Acquisition Agreement between Burlington Resources Inc. and
Canadian Hunter Exploration Ltd. dated October 8, 2001 (incorporated
by reference to Exhibit 99.2 to Form 8-K, filed October 9, 2001)
*10.32 -- Canadian Credit Agreement, dated as of March 31, 2000, as Amended
and Restated December 7, 2001, among Burlington Resources Canada Ltd.,
Burlington Resources Inc. and J.P. Morgan Bank Canada, as agent
(incorporated by reference to Exhibit 10.32 on Form 10-K filed
February 15, 2002); Amendment No. 1 dated April 25, 2002 to Canadian
Credit Agreement
10.33 -- Form of Shareholder 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 by reference to Exhibit 1 to
Form 8-A, filed December 18, 1998)
10.34 -- Burlington Resources Inc. 2002 Stock Incentive Plan (incorporated
by reference to Exhibit A to Schedule 14A filed March 15, 2002)
12.1 -- Statement regarding computation of ratio of earnings to fixed
charges (incorporated by reference to Exhibit 12.1 of Registration
Statement on Form S-4, No. 333-87166, filed April 29, 2002)
21.1 -- Subsidiaries of Burlington Resources Inc. (incorporated by
reference to Exhibit 21.1 on Form 10-K filed February 15, 2002)
*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 Stewart McKelvey Stirling Scales (included as part of
Exhibit 5.2)
24.1 -- Powers of Attorney (incorporated by reference to Exhibit 24.1 of
Registration Statement on Form S-4, No. 333-87166, filed April 29,
2002)
25.1 -- 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 by reference to
Exhibit 25 on Form 8-K filed February 8, 2001)
99.1 -- Form of Letter of Transmittal (incorporated by reference to Exhibit
99.1 of Registration Statement on Form S-4, No. 333-87166, filed April
29, 2002)
99.2 -- Form of Notice of Guaranteed Delivery (incorporated by reference to
Exhibit 99.2 of Registration Statement on Form S-4, No. 333-87166,
filed April 29, 2002)
- --------------------
* Filed herewith.
II-5
ITEM 22. UNDERTAKINGS.
a) 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.
b) 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.
c) The undersigned Registrants hereby undertake to respond to requests
for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11, or 13 of this form, within one business
day of receipt of such request, and to send the incorporated documents
by first class mail or equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the request.
d) The undersigned Registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject
of and included in the registration statement when it became
effective.
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-4 and has duly caused
Amendment No. 1 to 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 21st day of June, 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.
Pursuant to the requirements of the Securities Act of 1933, Amendment No. 1
to this Registration Statement has been signed by the following persons in the
capacities indicated on the 21st day of June, 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
* Vice President, Controller and Chief Accounting
- -------------------------------------------------------- Officer
Joseph P. McCoy
* Director
- --------------------------------------------------------
Reuben V. Anderson
* Director
- --------------------------------------------------------
Laird I. Grant
* Director
- --------------------------------------------------------
John T. LaMacchia
* Director
- --------------------------------------------------------
James F. McDonald
* Director
- --------------------------------------------------------
Kenneth W. Orce
* Director
- --------------------------------------------------------
Donald M. Roberts
* Director
- --------------------------------------------------------
John F. Schwarz
* Director
- --------------------------------------------------------
Walter Scott, Jr.
* Director
- --------------------------------------------------------
William E. Wade
* Director
- --------------------------------------------------------
Robert J. Harding
*By: /s/ Steven J. Shapiro
- --------------------------------------------------------
Name: Steven J. Shapiro
Title: Attorney-in-Fact
II-8
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-4 and has
duly caused Amendment No. 1 to 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 21st day of June, 2002.
BURLINGTON RESOURCES FINANCE COMPANY
By: /s/ Mark E. Ellis
--------------------------------------------
Name: Mark E. Ellis
Title: President and Director
II-9
BURLINGTON RESOURCES FINANCE COMPANY
Pursuant to the requirements of the Securities Act of 1933, Amendment No. 1
to this Registration Statement has been signed by the following persons in the
capacities indicated on the 21st day of June, 2002.
Signature Title
/s/ Mark E. Ellis President and Director
- -----------------------------------------------
Mark E. Ellis
/s/ Steven J. Shapiro Senior Vice President, Chief Financial Officer and
- ----------------------------------------------- Director
Steven J. Shapiro
* Senior Vice President and Director
- -----------------------------------------------
L. David Hanower
* Vice President and Controller
- -----------------------------------------------
Joseph P. McCoy
* Director
- -----------------------------------------------
Martin A. Lambert
* Director
- -----------------------------------------------
Robert R. Rooney
* Director
- -----------------------------------------------
C. Perry Spitznagel
*By: /s/ Mark E. Ellis
- -----------------------------------------------
Name: Mark E. Ellis
Title: Attorney-in-Fact
II-10