-----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, K8eHduSruwAAp78zuxTIjyXzXCBaw5WHnWyZbGYhrUiSM+1Rs+Sv1T3r8FJfoFL9 pwzMZJdJ3bXiZvsOBmFBdg== 0000833320-98-000001.txt : 19980106 0000833320-98-000001.hdr.sgml : 19980106 ACCESSION NUMBER: 0000833320-98-000001 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971022 ITEM INFORMATION: FILED AS OF DATE: 19980105 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/A SEC ACT: SEC FILE NUMBER: 001-09971 FILM NUMBER: 98501145 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/A 1 FORM 8-K/A NO.1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 8-K/A No. 1 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 AMENDMENT NO. 1 The undersigned registrant hereby amends its current report on Form 8-K dated November 6, 1997 as set forth below. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired The consolidated financial statements of The Louisiana Land and Exploration Company ("LL&E"), including the notes thereto, for the years ended December 31, 1996 and 1995 (incorporated by reference to LL&E's Annual Report on Form 10-K for the year ended December 31, 1996; Registration No. 1-959). The unaudited consolidated financial statements of LL&E, including the notes thereto, for the nine months ended September 30, 1997 (incorporated by reference to LL&E's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997; Registration No. 1-959). (b) Pro forma financial information The unaudited pro forma combined income statements for the years ended December 31, 1996, 1995 and 1994 giving effect to the Agreement and Plan of Merger("Merger")using the pooling of interests method of accounting for business combinations (incorporated by reference to the Burlington Resources Inc. ("BR") and LL&E Joint Proxy Statement for Special Meetings of Stockholders to be held October 22, 1997/BR Prospectus; Registration Statement No. 333-32603 on Form S-4 dated September 15, 1997). The unaudited pro forma combined financial statements for the nine month period ended September 30, 1997 giving effect to the Merger using the pooling of interests method of accounting for business combinations are filed herewith as Exhibit 99.2. 2 (c) Exhibits Exhibit 2 - Agreement and Plan of Merger (incorporated by reference to the BR and LL&E Joint Proxy Statement for Special Meetings of Stockholders to be held October 22, 1997/BR Prospectus; Registration Statement No. 333-32603 on Form S-4 dated September 15, 1997). Exhibit 23 - Consent of KPMG Peat Marwick LLP, independent auditors of LL&E. Exhibit 99.2 - The unaudited pro forma combined financial statements for the nine month period ended September 30, 1997 giving effect to the Merger using the pooling of interests method of accounting for business combinations. FORWARD-LOOKING STATEMENTS This report (including the exhibits) 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 companies' 1996 Annual Reports on Form 10-K. 3 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/Philip W. Cook Philip W. Cook Vice President, Controller and Chief Accounting Officer Date: January 5, 1998 4 EXHIBIT INDEX Exhibit Number Exhibit Page 2 Agreement and Plan of Merger (incorporated by reference to the BR and LL&E Joint Proxy Statement for Special Meetings of Stockholders to be held October 22, 1997/BR Prospectus; Registration Statement No. 333-32603 on Form S-4 dated September 15, 1997). -- 23 Consent of KPMG Peat Marwick LLP, independent auditors of LL&E. 6 99.2 The unaudited pro forma combined financial statements for the nine month period ended September 30, 1997 giving effect to the Merger using the pooling of interests method of accounting for business combinations. 7 5 The Board of Directors The Louisiana Land and Exploration Company We consent to the incorporation by reference in the Form 8K/A of Burlington Resources Inc. of our report dated February 7, 1997, related to the consolidated balance sheets of the Louisiana Land and Exploration Company and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of earnings (loss), stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1996, which report appears in the December 31, 1996 annual report on Form 10-K of The Louisiana Land and Exploration Company. Our report refers to the change in 1994 of the methods of assessing the impairment of the capitalized costs of proved oil and gas properties and other long-lived assets. KPMG PEAT MARWICK LLP New Orleans, Louisiana January 2, 1998 6 EXHIBIT 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS STATEMENT OF INCOME FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1997 AND BALANCE SHEET AS OF SEPTEMBER 30, 1997 7 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS 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. Descriptions of BR and LL&E are incorporated by reference to the companies' Annual Reports on Form 10-K. The following unaudited pro forma combined financial statements are presented to give effect to the Merger of BR and LL&E using the pooling of interests method of accounting. The income statement for the nine month period ended September 30, 1997 assumes that the Merger had been consummated at the beginning of the period presented. The balance sheet as of September 30, 1997 assumes that the Merger had been consummated on September 30, 1997. The unaudited pro forma combined financial statements do not reflect any cost savings and other synergies anticipated by BR management as a result of the Merger and are not necessarily indicative of the results of operations or financial position which would have occurred had the Merger been consummated at the beginning of the period presented, nor are they necessarily indicative of future results of operations or financial position. Additionally, the unaudited pro forma combined statement of income excludes the non-recurring pretax transaction costs of $80 million which were charged to operations in the fourth quarter of 1997 when the Merger was consummated. The unaudited pro forma combined financial statements should be read in conjunction with the historical consolidated financial statements of BR and LL&E, including the notes thereto. 8 BR AND LL&E UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
Nine Months Ended September 30, 1997 ----------------------------------------------------------------- Pro Forma Pro Forma BR LL&E Adjustments Combined ----------- --------- ----------- ------------ (in millions, except per share amounts) Revenues .................................... $ 987 $ 441 $ (1)(a) $ 1,427 Costs and Expenses .......................... 652 376 - 1,028 ----------- --------- ----------- ------------ Operating Income ............................ 335 65 (1) 399 Interest Expense ............................ 84 22 - 106 Other Income - Net .......................... 58 8 1 (a) 67 ----------- ---------- ----------- ------------ Income Before Income Taxes .................. 309 51 - 360 Income Tax Expense .......................... 60 18 - 78 ----------- --------- ----------- ------------ Net Income .................................. $ 249 $ 33 $ - $ 282 =========== ========= =========== ============ Earnings per Common Share ................... $ 1.99 $ .97 $ 1.59 =========== ========= ============ Weighted Average Number of Common Shares Outstanding ....................... 125 34 177(b) =========== ========= ============
See Notes to Unaudited Pro Forma Combined Financial Information. 9 BR AND LL&E UNAUDITED PRO FORMA COMBINED BALANCE SHEET
September 30, 1997 -------------------------------------------------------- Pro Forma Pro Forma BR LL&E Adjustments Combined ---------- ----------- ----------- ---------- (in millions) ASSETS Current Assets Cash and Cash Equivalents ....................................... $ 429 $ 14 $ - $ 443 Short-term Investments .......................................... 51 - - 51 Accounts Receivable ............................................. 224 86 (7)(c) 303 Inventories ..................................................... 19 - 18 (c) 37 Other Current Assets ............................................ 23 11 - 34 ---------- ----------- ---------- ---------- 746 111 11 868 ---------- ----------- ---------- ---------- Oil & Gas Properties (Successful Efforts Method) .................. 5,281 3,133 (11)(c) 8,403 Other Properties .................................................. 538 69 - 607 ---------- ----------- ---------- ---------- 5,819 3,202 (11) 9,010 Accumulated Depreciation, Depletion and Amortization .......... 2,220 2,001 - 4,221 ---------- ----------- ---------- ---------- Properties - Net ........................................... 3,599 1,201 (11) 4,789 ---------- ----------- ---------- ---------- Other Assets ...................................................... 88 40 2 (d) 130 ---------- ----------- ---------- ---------- Total Assets ......................................... $ 4,433 $ 1,352 $ 2 $ 5,787 ========== =========== ========== ========== LIABILITIES Current Liabilities Accounts Payable ............................................... $ 191 $ 103 $ 77 (e)(g) $ 371 Taxes Payable .................................................. 62 2 (6)(f)(g) 58 Other Current Liabilities ...................................... 72 - - 72 ---------- ----------- ---------- ---------- 325 105 71 501 ---------- ----------- ---------- ---------- Long-term Debt .................................................... 1,347 483 - 1,830 ---------- ----------- ---------- ---------- Deferred Income Taxes ............................................. 116 85 - 201 ---------- ----------- ---------- ---------- Other Liabilities and Deferred Credits ............................ 163 161 2 (d) 326 ---------- ----------- ---------- ---------- Commitments and Contingent Liabilities STOCKHOLDERS' EQUITY Preferred Stock ................................................... - - - - Common Stock ...................................................... 2 5 (5)(h) 2 Paid-in Capital ................................................... 2,933 61 5 (h) 2,999 Retained Earnings ................................................. 586 452 (71)(e) 967 ---------- ----------- ---------- ---------- 3,521 518 (71) 3,968 Cost of Treasury Stock ............................................ 1,039 - - 1,039 ---------- ----------- ---------- ---------- Common Stockholders' Equity ....................................... 2,482 518 (71) 2,929 ---------- ----------- ---------- ---------- Total Liabilities and Common Stockholders' Equity .. $ 4,433 $ 1,352 $ 2 $ 5,787 ========== =========== ========== ==========
See Notes to Unaudited Pro Forma Combined Financial Information. 10 NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (a) Reflects the reclassification of gains on sale of oil and gas properties by LL&E to conform to the presentation of BR. (b) The pro forma weighted average number of common and equivalent shares outstanding for the period has been calculated using the Exchange Ratio of 1.525 shares of BR Common Stock for each share of LL&E Stock. (c) Reflects the reclassification of inventory by LL&E to conform to the presentation of BR. (d) Reflects the reclassification of the net prepaid pension asset by LL&E to conform to the presentation of BR. (e) Reflects the direct costs associated with the Merger of BR and LL&E of $80 million. These costs primarily consist of $51 million for severance, outplacement and related exit costs and $29 million for direct transaction costs. These non-recurring costs were charged to operations in the fourth quarter of 1997 when the Merger was consummated. It is expected that substantially all of the costs related to this transaction will be paid within a year. (f) Reflects the $9 million income tax effect of the costs included in Note (e) above. (g) Reflects the reclassification of other taxes by LL&E to conform to the presentation of BR. (h) Reflects the exchange of BR Common Stock for LL&E Stock. 11 -----END PRIVACY-ENHANCED MESSAGE-----