-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NNHPZLuV2+p1r+lDKB+4IGrqS0RjF198lc3//TJX5CIh2SCptHktAHoMVw+FN9O3 s4tOjgja8EErlsECJwR9Ow== 0000833320-97-000012.txt : 19971107 0000833320-97-000012.hdr.sgml : 19971107 ACCESSION NUMBER: 0000833320-97-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971106 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971106 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON RESOURCES INC CENTRAL INDEX KEY: 0000833320 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 911413284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09971 FILM NUMBER: 97708979 BUSINESS ADDRESS: STREET 1: 5051 WESTHEIMER STREET 2: SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136249500 MAIL ADDRESS: STREET 1: 5051 WESTHEIMER STREET 2: STE 1400 CITY: HOUSTON STATE: TX ZIP: 77056 8-K 1 BURLINGTON RESOURCES FORM 8-K DATED 11/06/97 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 22, 1997 (Date of earliest event reported) BURLINGTON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 1-9971 91-1413284 (State or other (Commission (IRS Employer Jurisdiction of File Number) Identification Incorporation) Number) 5051 Westheimer, Suite 1400, Houston, Texas 77056 (Address of principal executive offices, zip code) Registrant's telephone number including area code: (713) 624-9500 Item 2. ACQUISITION OR DISPOSITION OF ASSETS On July 17, 1997, Burlington Resources Inc. (the "Company") and The Louisiana Land and Exploration Company ("LL&E") announced that they had entered into an Agreement and Plan of Merger, pursuant to which a newly-formed wholly-owned subsidiary of the Company would merge into LL&E ("Merger"). On October 22, 1997, the Merger was consummated following the favorable votes of each companies' stockholders. As a result of the Merger, LL&E became a wholly-owned subsidiary of the Company. Pursuant to the Merger, the Company issued 1.525 shares of its common stock, par value $.01 per share, for each outstanding share of LL&E capital stock. The Company will account for the Merger as a pooling of interests. The Merger also qualifies as a tax-free reorganization. The transaction was valued at approximately $3 billion based on the Company's closing stock price of $51.81 on October 22, 1997. A copy of the Press Release is attached as an Exhibit to this report. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired Financial statements for LL&E will be filed within the time period prescribed by Item 7. (b) Pro forma financial information Combined pro forma financial information for the Company and LL&E will be filed within the time period prescribed by Item 7. (c) Exhibits Exhibit 99.1 - Press Release of the Company dated October 22, 1997 FORWARD-LOOKING STATEMENTS This report (including the attached exhibit) contains projections and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These projections and statements reflect BR's current views with respect to future events and financial performance. No assurances can be given, however, that these events will occur or that these projections will be achieved and actual results could differ materially from those projected as a result of certain factors. A discussion of these factors is included in the Company's 1996 Annual Report on Form 10-K. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BURLINGTON RESOURCES INC. (Registrant) By /s/ L. David Hanower L. David Hanower Senior Vice President, Law Date: November 6, 1997 -3- EXHIBIT INDEX Exhibit Number Exhibit Page 99.1 Press Release dated October 22, 1997 5 -4- EX-99.1 2 PRESS RELEASE DOCUMENT FOR 8-K Contact : James Leahy Al Petrie 504-566-6478 BURLINGTON RESOURCES ANNOUNCES THE COMPLETION OF ITS MERGER WITH THE LOUISIANA LAND AND EXPLORATION COMPANY Houston, Texas, October 22, 1997 - Burlington Resources Inc. (NYSE-BR) announced the completion of its merger with The Louisiana Land and Exploration Company (LL&E). Each company's shareholders overwhelmingly approved the transaction at separate meetings today. Bobby Shackouls, Chairman, President and Chief Executive Officer of BR stated, "The new Burlington Resources has everything necessary to lead its peers worldwide. We have worked hard to produce a seamless integration between these two great companies and we will hit the ground running." FORWARD LOOKING STATEMENTS This press release contains projections and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These projections and statements reflect the Company's views with respect to future events and financial performance. No assurance can be given, however, that these events will occur or that these projections will be achieved and actual results could differ materially from those projected as a result of certain factors. A discussion of these factors is included in the Company's periodic reports filed with the Securities and Exchange Commission. -5- -----END PRIVACY-ENHANCED MESSAGE-----