-----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, GrPtyioBKxMYUVspEgVAK6pLvvQUHe15POL/wvBV6/4897tAqHlWCHYLPzV6iICK l8PCCxuIpdJ4QW8t4ySG0Q== 0000895345-06-000403.txt : 20060330 0000895345-06-000403.hdr.sgml : 20060330 20060330131031 ACCESSION NUMBER: 0000895345-06-000403 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060330 DATE AS OF CHANGE: 20060330 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-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09971 FILM NUMBER: 06721966 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136249000 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: STE 2100 CITY: HOUSTON STATE: TX ZIP: 77002 8-A12B/A 1 wd8a12b_burlington.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A AMENDMENT NO. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 BURLINGTON RESOURCES INC. -------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 91-1413284 ---------------------------- ------------------ (State or other jurisdiction of incorporation)(IRS Employer Identification No.) 717 TEXAS AVENUE, SUITE 2100, HOUSTON, TEXAS 77002 ---------------------------------- ------------ (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class to be so registered each class is to be registered - --------------------------------------- ------------------------------ PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(c), please check the following box.[X] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [ ] Securities Act registration statement file number to which this form relates: (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: NONE - ------------------------------------------------------------------------------ (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Item 1 to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 18, 1998, by the undersigned registrant is hereby amended by adding to the last paragraph of such Item the following: AMENDMENT Burlington Resources Inc., a Delaware corporation ("Burlington Resources"), ConocoPhillips, a Delaware corporation, and Cello Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of ConocoPhillips ("Merger Sub"), have entered into an Agreement and Plan of Merger, dated as of December 12, 2005, pursuant to which Burlington Resources will merge with and into Merger Sub, with Merger Sub as the surviving corporation (the "Merger"). In connection with the Merger, Burlington Resources and Computershare Trust Company, N.A. ("Computershare"), have entered into a First Amendment (the "First Amendment"), dated as of March 29, 2006, to that certain Shareholder Rights Agreement (the "Rights Agreement"), dated as of December 16, 1998, by and between Burlington Resources and Computershare (the current Rights Agent). The First Amendment provides that (a) neither Merger Sub nor any of its Affiliates or Associates (each as defined in the Rights Agreement) shall be deemed an Acquiring Person (as defined in the Rights Agreement), (b) no Distribution Date, Triggering Event or Stock Acquisition Date (each as defined in the Rights Agreement) shall be deemed to occur, (c) the Rights (as defined in the Rights Agreement) will not separate from the Common Stock (as defined in the Rights Agreement), as provided in the Rights Agreement, in connection with or as a result of the execution, delivery or performance of the Merger Agreement or the consummation of the Merger or any of the transactions contemplated thereby, and (d) the Final Expiration Date (as defined in the Rights Agreement) shall be the first to occur of (i) the moment immediately prior to the time at which the Merger becomes effective or (ii) the close of business on December 16, 2008. The foregoing description of the First Amendment to the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is filed as Exhibit 2 hereto and is incorporated herein by reference. ITEM 2. EXHIBITS. EXHIBIT NO. DESCRIPTION - ----------- ----------- 1 Shareholder Rights Agreement, dated as of December 16, 1998, between Burlington Resources Inc. and Computershare Trust Company, N.A. (the current Rights Agent) (Exhibit 1 to Burlington Resources Inc.'s Registration Statement on Form 8-A filed on December 18, 1998, is incorporated herein by reference). 2 First Amendment to Shareholder Rights Agreement, dated as of March 29, 2006, between Burlington Resources Inc. and Computershare Trust Company, N.A. (the current Rights Agent). 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 hereunto duly authorized. Burlington Resources Inc. Dated: March 30, 2006 By: /s/ Frederick J. Plaeger II ----------------------------------------- Name: Frederick J. Plaeger II Title: Vice President and General Counsel EXHIBIT LIST EXHIBIT NO. DESCRIPTION - ----------- ----------- 1 Shareholder Rights Agreement, dated as of December 16, 1998, between Burlington Resources Inc. and Computershare Trust Company, N.A. (the current Rights Agent) (Exhibit 1 to Burlington Resources Inc.'s Registration Statement on Form 8-A filed on December 18, 1998, is incorporated herein by reference). 2 First Amendment to Shareholder Rights Agreement, dated as of March 29, 2006, between Burlington Resources Inc. and Computershare Trust Company, N.A. (the current Rights Agent). EX-2 2 exh2.txt AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT This FIRST AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT (this "Amendment") is made and entered into as of March 29, 2006, by and between Burlington Resources Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., a national banking association (the "Rights Agent"). Except as otherwise provided herein, all capitalized terms used herein shall have the meanings ascribed thereto in the Rights Agreement. R E C I T A L S WHEREAS, the Company and the Rights Agent are parties to that certain Shareholder Rights Agreement dated as of December 16, 1998 (the "Rights Agreement"); WHEREAS, pursuant to Section 28 of the Rights Agreement, prior to the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, amend any provision of the Rights Agreement without the approval of any holders of certificates representing Common Stock; and WHEREAS, the Distribution Date has not yet occurred and subject to and in accordance with the terms of this Amendment, the Company has directed and the Rights Agent has agreed to amend the Rights Agreement in certain respects, as more particularly set forth below. A G R E E M E N T NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree to modify the Rights Agreement as set forth below. 1. Amendment to Section 1(a). Section 1(a) of the Rights Agreement, which sets forth the definition of "Acquiring Person," shall be amended by adding the following paragraph at the end of Section 1(a): "Notwithstanding anything in this Agreement to the contrary, (i) neither Cello Acquisition Corp., a Delaware corporation ("Merger Sub"), nor any Affiliates or Associates of Merger Sub shall be deemed an Acquiring Person, (ii) no Distribution Date, Triggering Event or Stock Acquisition Date shall be deemed to occur and (iii) the Rights will not separate from the Common Stock, in each such case of clauses (i), (ii) and (iii), in connection with or as a result of the execution, delivery or performance of the Agreement and Plan of Merger, dated as of December 12, 2005, by and among ConocoPhillips, a Delaware corporation and parent of Merger Sub, Merger Sub and the Company (such agreement, including any amendment or supplement thereto, the "Merger Agreement"), or the consummation of the Merger or any of the transactions contemplated thereby. Capitalized terms used but not defined in this Agreement shall have the respective meanings set forth in the Merger Agreement. No such event shall entitle or permit the holders of the Rights to exercise the Rights or otherwise affect the rights of the holders of Rights, including giving the holders of the Rights the right to acquire securities of any party to the Merger Agreement." 2. Amendment to Section 1(m). Section 1(m) of the Rights Agreement, which sets forth the definition of "Section 11(a)(ii) Event" shall be amended by adding the following sentence to the end of the section: "For avoidance of any doubt, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred in connection with or as a result of the execution, delivery or performance of the Merger Agreement, or the consummation of the Merger or any of the transactions contemplated thereby." 3. Amendment to Section 1(n). Section 1(n) of the Rights Agreement, which sets forth the definition of "Section 13 Event" shall be amended by adding the following sentence to the end of the section: "For avoidance of any doubt, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred in connection with or as a result of the execution, delivery or performance of the Merger Agreement, or the consummation of the Merger or any of the transactions contemplated thereby." 4. Amendment to Section 1(o). Section 1(o) of the Rights Agreement, which sets forth the definition of "Stock Acquisition Date" shall be amended by adding the following sentence to the end of the section: "For avoidance of any doubt, notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred in connection with or as a result of the execution, delivery or performance of the Merger Agreement, or the consummation of the Merger or any of the transactions contemplated thereby." 5. Amendment to Section 1(q). Section 1(q) of the Rights Agreement, which sets forth the definition of "Triggering Event" shall be amended by adding the following sentence to the end of the section: "For avoidance of any doubt, notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred in connection with or as a result of the execution, delivery or performance of the Merger Agreement, or the consummation of the Merger or any of the transactions contemplated thereby." 6. Amendment to Section 7(a)(i). Section 7(a)(i) of the Rights Agreement shall be deleted in its entirety and replaced with the following: "the first to occur of (A) the moment immediately prior to the time at which the Merger becomes effective in accordance with the General Corporation Law of the State of Delaware or (B) the close of business on December 16, 2008 (the "Final Expiration Date")," 7. Confirmation of the Rights Agreement. Except as amended or modified hereby, all terms, covenants and conditions of the Rights Agreement as heretofore in effect shall remain in full force and effect and are hereby ratified and confirmed in all respects. 8. Governing Law. This Amendment shall be governed by and constituted in accordance with the laws of the State of Delaware applicable to contracts to be made and performed entirely within such State. 9. Counterparts. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original and all such counterparts together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. BURLINGTON RESOURCES INC. By: /s/ L. David Hanower ----------------------- Name: L. David Hanower Title: Senior Vice President, Law and Administration COMPUTERSHARE TRUST COMPANY, N.A. By: /s/ Katherine S. Anderson ----------------------------- Name: Katherine S. Anderson Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----