-----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, IMyUQACojyvJhik1UC6+Caw0Q02sx1QwMVd89CJXYBk5f8D2LyQ9N2IYPxLi4LrI y0rOcXqHcbj596ly9duQQw== 0000950162-99-000736.txt : 19990720 0000950162-99-000736.hdr.sgml : 19990720 ACCESSION NUMBER: 0000950162-99-000736 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990719 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: S-3 SEC ACT: SEC FILE NUMBER: 333-83163 FILM NUMBER: 99666525 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON RESOURCES CAPITAL I CENTRAL INDEX KEY: 0001061292 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-83163-01 FILM NUMBER: 99666526 BUSINESS ADDRESS: STREET 1: 5051 WERTHEIMER STREET 2: STE 1400 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136249500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON RESOURCES CAPITAL II CENTRAL INDEX KEY: 0001061293 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-83163-02 FILM NUMBER: 99666527 BUSINESS ADDRESS: STREET 1: 5051 WERTHEIMER STREET 2: STE 1400 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136249500 S-3 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on July 19, 1999 Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- BURLINGTON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 91-1413284 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) BURLINGTON RESOURCES CAPITAL I (Exact name of registrant as specified in its charter) Delaware 76-0572336 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) BURLINGTON RESOURCES CAPITAL II (Exact name of registrant as specified in its charter) Delaware 76-0572333 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) ---------------------- 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) ---------------------- L. David Hanower, Esquire Senior Vice President, Law and Administration 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: From time to time after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X| 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(c) 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. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |X|
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------------------- Proposed Proposed Maximum Amount Title of Each Class Amount to Be Maximum Offering Price Aggregate Offering of of Securities to Be Registered Registered(1)(2) Per Unit(3) Price(2)(3)(4) Registration Fee - -------------------------------------------------------------------------------------------------------------------------------- Debt Securities of Burlington Resources Inc.. Common Stock of Burlington Resources Inc.(1). Preferred Stock of Burlington Resources Inc.. Series A Preferred Stock Purchase Rights of Burlington Resources Inc. (currently traded with Common Stock)(1).............. Trust Preferred Securities................... Trust Preferred Securities Guarantees(5)..... - -------------------------------------------------------------------------------------------------------------------------------- Total.................................... $1,000,000,000 100% $1,000,000,000 $125,100(6) ================================================================================================================================
(1) Certain series of securities are convertible into common stock. We are registering an indeterminate number of shares of common stock for that purpose. We are also registering rights to purchase Series A Junior Participating Preferred Stock which trade with the common stock, but we will not receive any additional consideration for them. (2) In U.S. dollars or the equivalent in foreign currencies, currency units or composite currencies. If we issue any debt securities at an original issue discount, the amount registered will be whatever greater amount that results in aggregate net proceeds of $1,000,000,000 for the registrants. (3) Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee. (4) Exclusive of accrued interest or dividends, if any. (5) We will not receive separate consideration for the trust preferred securities guarantees. The guarantees include the rights of holders of trust preferred securities under the guarantees and certain back-up undertakings, comprised of obligations of Burlington Resources Inc. under the subordinated indenture and related supplemental indentures and under the declaration of trust of each of Burlington Resources Capital I and Burlington Resources Capital II, each as described in the registration statement. (6) Fee calculation is based upon $450,000,000 of securities; excludes fees previously paid in connection with $550,000,000 of securities remaining on Registration Statement No. 333-52213. -------------------- 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 (the "Securities Act"), or until this registration statement shall become effective on such date the Commission, acting pursuant to said Section 8(a), may determine. The prospectus contained in this registration statement also relates to Registration Statement No. 333-52213 pursuant to Rule 429 under the Securities Act and constitutes post-effective Amendment No. 1 to such registration statement. PROSPECTUS $1,000,000,000 BURLINGTON RESOURCES INC. Debt Securities Common Stock Preferred Stock BURLINGTON RESOURCES CAPITAL I BURLINGTON RESOURCES CAPITAL II The Trusts Trust Preferred Securities Fully and Unconditionally Guaranteed by Burlington Resources Inc. Burlington Resources Inc. may offer, from time to time, in one or more series o unsecured senior debt securities; o unsecured subordinated debt securities; o shares of common stock; and o shares of preferred stock. From time to time, the trusts may offer trust preferred securities fully and unconditionally guaranteed on a subordinated basis by Burlington Resources Inc. The securities o will have a maximum aggregate offering price of $1,000,000,000; o will be offered at prices and on terms to be set forth in an accompanying prospectus supplement; o may be denominated in U.S. dollars or in other currencies or currency units; o may be offered separately or together, or in separate series; and o may be listed on a national securities exchange, if specified in an accompanying prospectus supplement. ----------------------- Burlington Resources Inc.'s common stock is listed on the New York Stock Exchange under the symbol "BR." ----------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ----------------------- The securities may be sold directly, through agents from time to time or through underwriters and/or dealers. If any agent of the issuers or any underwriter is involved in the sale of the securities, the name of the agent or underwriter and any applicable commission or discount will be set forth in the accompanying prospectus supplement. ----------------------- This prospectus may be used to offer and sell securities only if accompanied by a prospectus supplement. The date of this prospectus is , 1999 TABLE OF CONTENTS Page Where You Can Find More Information..........................................1 Incorporation of Certain Documents By Reference..............................2 Forward-Looking Statements...................................................3 The Company..................................................................3 The Burlington Resources Trusts..............................................3 Use of Proceeds..............................................................4 Ratio of Earnings to Fixed Charges...........................................4 Description of Debt Securities...............................................5 Description of Capital Stock................................................13 Description of the Trust Preferred Securities and Trust Guarantees..........17 Plan of Distribution........................................................21 Legal Matters...............................................................22 Experts.....................................................................22 ------------------------ WHERE YOU CAN FIND MORE INFORMATION We and the Burlington Resources trusts have filed a joint registration statement with the Securities and Exchange Commission; however, we did not include separate financial statements of the Burlington Resources trusts in this prospectus. We do not consider those financial statements material to holders of any securities the trusts may offer, because o all of the voting rights of the trusts will be owned by Burlington Resources Inc., either directly or through a wholly-owned subsidiary of Burlington Resources Inc., which files regular reports with the SEC; o the trusts do not have independent operations - we created them for the sole purpose of issuing the trust preferred securities, the proceeds of which will be invested in our subordinated debt securities; and o we will fully and unconditionally guarantee the trusts' obligations and the rights of holders on a subordinated basis. Detailed information about our guarantee of the trusts' obligations is on page 14 of this prospectus under the heading "Description of the Trust Preferred Securities and Trust Guarantees." In addition, each time we offer to sell securities, whether by the trusts or by Burlington Resources Inc., we will provide a prospectus supplement that will contain specific information about the terms of that offering, including any guarantees. The prospectus supplement may also add, update or change information contained in this prospectus. This prospectus, together with the prospectus supplements, will include or refer you to all material information relating to each offering. This prospectus does not contain all the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For more information about Burlington Resources Inc., the Burlington Resources trusts and the securities covered by this prospectus you should see the registration statement and the exhibits and schedules. Any statement made in this prospec- tus concerning the provisions of the documents may be incomplete, and you should refer to the copy of such documents filed as an exhibit to the registration statement with the SEC. We file annual, quarterly and special reports, proxy statements and other information with the SEC. These filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may obtain information on the operation of the SEC's public reference rooms by calling the SEC at 1-800-SEC-0330. You may also read and copy any document we file at these rooms located at: - 450 Fifth Street, N.W., Washington, DC 20549; - 7 World Trade Center, New York, NY 10048; and - Citicorp Center, 500 W. Madison St., Chicago, IL 60661. You can also inspect these materials at the New York Stock Exchange at 20 Broad Street, New York, New York 10005. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information we file with the SEC after the date of this prospectus will automatically update and supersede this information. We incorporate by reference the following documents and any future filings with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until our offering is complete: o Annual Report on Form 10-K for the fiscal year ended December 31, 1998; o Quarterly Report on Form 10-Q for the three-month period ended March 31, 1999; o Current Report on Form 8-K filed with the SEC on March 3, 1999; o The description of the common stock contained in our Rule 424(b) Prospectus, dated July 7, 1988; and o The description of our rights agreement contained in our Registration Statement on Form 8-A filed with the SEC on December 18, 1998. 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: Wendi S. Zerwas, Corporate Secretary, Burlington Resources Inc., 5051 Westheimer, Suite 1400, Houston, Texas 77056, telephone: (713) 624-9500. You should rely only on the information we incorporate by reference or provide in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of the securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents. -2- FORWARD-LOOKING STATEMENTS This prospectus contains projections and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Sometimes these statements will contain words such as "believes," "expects," "intends," "plans'" and other similar words. These projections and statements reflect our current views with respect to future events and financial performance. We can not assure you, however, that these events will occur or that these projections 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; o competition for raw materials and customers in the crude oil and natural gas industry; o changes in laws and regulations affecting our operations; and o potential environmental liabilities. 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 our 1998 Form 10-K. THE COMPANY Burlington Resources Inc. is a holding company engaged, through its principal subsidiaries, Burlington Resources Oil & Gas Company and The Louisiana Land and Exploration Company and their affiliated companies, in the exploration, development, production and marketing of oil and gas. We are the largest U.S. independent oil and gas company based on total proved U.S. reserves, and second largest U.S. based independent oil and gas company based on total proved worldwide reserves, which were estimated at 8.0 trillion cubic feet of gas equivalent at December 31, 1998. Our principal executive offices are located at 5051 Westheimer, Suite 1400, Houston, Texas 77056 and our telephone number is (713) 624-9500. THE BURLINGTON RESOURCES TRUSTS Each of Burlington Resources Capital I and Burlington Resources Capital II is a statutory business trust formed under Delaware law through the filing of a certificate of trust with the Delaware Secretary of State. Each trust's business is defined in a declaration of trust which has been executed by Burlington Resources Inc., as sponsor for each of the trusts, and the trustees for each of the trusts. Unless we state otherwise in the prospectus supplement, each trust exists exclusively to: o issue and sell the trust preferred securities and the trust common securities; -3- o invest the gross proceeds of the sale of the trust preferred securities and trust common securities in a specific series of subordinated debt securities; and o engage in only those other activities necessary or incidental to carrying out the first two purposes. All of the trust common securities will be owned by Burlington Resources Inc. The trust common securities will rank equally, and payments will be made on the trust common securities pro rata, with the trust preferred securities. However, upon an event of default under the declaration of a particular trust, holders of the trust preferred securities have a right to be paid before the holders of the trust common securities on distribution and on liquidation, redemption and otherwise. Burlington Resources Inc. will acquire trust common securities having an aggregate liquidation amount equal to a minimum of 1% of the total capital of each trust. Each trust will have a term of at least 20 but not more than 50 years, but may terminate earlier as provided in the applicable declaration of trust. Each trust's business and affairs will be conducted by its trustees, whose obligations and duties will be governed by the declaration of trust. The holder(s) of the trust common securities will be entitled to appoint, remove or replace any of, or increase or reduce the number of, the trustees of each trust. At least one of the trustees of each of the trusts will be a person who is an employee or officer of or an affiliate of Burlington Resources Inc. One trustee of each trust will be a financial institution that is not affiliated with Burlington Resources Inc. and will act as property trustee and as indenture trustee for the purposes of the Trust Indenture Act of 1939, as amended. A more detailed description of these provisions will be contained in the prospectus supplement. Unless the property trustee maintains a principal place of business in Delaware and otherwise meets the requirements of applicable law, one trustee of each trust will be either an individual or a company who has a residence or a principal place of business in Delaware. We will pay all fees and expenses related to each trust and the offering of securities. Unless otherwise set forth in the prospectus supplement, the property trustee will be Chase Bank of Texas, National Association, and the Delaware trustee will be Chase Manhattan Bank Delaware. The office of the Delaware trustee is 1201 Market Street, Wilmington, Delaware 19801. The principal place of business of each trust is c/o Burlington Resources Inc., 5051 Westheimer, Suite 1400, Houston, Texas 77056, telephone: (713) 624-9500. USE OF PROCEEDS Unless we set forth other uses of proceeds in the prospectus supplement, we will use the net proceeds of the sale of the securities described in this prospectus and any prospectus supplement for general corporate purposes. These may include the reduction of outstanding indebtedness, working capital increases, capital expenditures or acquisitions. Unless we set forth other uses of proceeds in the prospectus supplement, each trust will use all proceeds received from the sale of trust preferred securities to purchase subordinated debt securities. We intend to use the net proceeds from the sale of subordinated debt securities for the general corporate purposes described above. RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our consolidated ratios of earnings to fixed charges for the indicated periods. -4-
Three Months Ended Year Ended December 31, March 31, 1999 1998 1997 1996 1995 1994 - ------------------ -------------- ---------- ------------ ------------ ---------- -- 1.48x 3.48x 3.48x -- --
Total earnings available for fixed charges for the three months ended March 31, 1999 and for the years ended 1995 and 1994 were inadequate to cover total fixed charges in the amount of approximately $14 million, $567 million and $274 million, respectively. 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 treated as interest. DESCRIPTION OF DEBT SECURITIES The following description of the debt securities sets forth certain general terms and provisions of the debt securities to which this prospectus and any prospectus supplement may relate. The particular terms of any series of debt securities and the extent to which the general provisions may apply to a particular series of debt securities will be described in a prospectus supplement relating to that series. We may issue senior debt securities under an existing indenture with Citibank, N.A., as trustee, or subordinated debt securities under an indenture with a trustee to be named in the prospectus supplement. We have summarized selected provisions of the indentures below. The summary is not complete. The senior indenture has been filed, and before we sell subordinated securities the subordinated indenture will be filed, as exhibits to the registration statement of which this prospectus is a part. You should read the indentures for provisions that may be important to you. Because we have included only a summary of the indenture terms, you must read the indenture in full to understand every detail of the terms of the debt securities. If you would like to read the entire indenture, see "Where You Can Find More Information." General The debt securities will be unsecured obligations of Burlington Resources Inc. Neither indenture limits the amount of debt securities we may issue. You should read the prospectus supplement relating to the particular series of debt securities for the following terms of the offered debt securities: o the title of the debt securities; o any limit upon the aggregate principal amount of the debt securities; o the dates on which the principal of the debt securities is payable; o the interest rate of the debt securities, or the method for calculating the interest rate, and the date or dates from which interest will accrue; o the interest payment dates and the record dates for the interest payment dates; -5- o places where payments of the principal and interest, if any may be made on the debt securities; o the terms and conditions upon which, the debt securities may be redeemed at our option or otherwise; o any mandatory or optional sinking fund or analogous provisions; o the denominations in which the debt securities are issuable; o whether any portion of the principal amount of such debt securities is payable upon declaration of the acceleration of the maturity thereof; o if other than U.S. dollars, the currency or currency units in which the debt securities are denominated and/or in which payment of the principal of (and premium, if any) and/or interest on the debt securities will or may be payable; o any deletions, modifications or additions to the events of default or our covenants pertaining to the debt securities; o whether the debt securities will be convertible into or exchangeable for other securities or other property; and o any other terms not inconsistent with the indentures, including, without limitation, the addition of covenants applicable to the debt securities. Unless otherwise indicated in the prospectus supplement, we will issue the debt securities only in fully registered form without coupons in denominations of $1,000 or any integral multiple thereof. There will not be any service charge for any registration of transfer or exchange of debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge. Ranking of Debt Securities The senior debt securities will be unsecured and will rank equally and ratably with our other unsecured and unsubordinated debt. The subordinated debt securities will be junior in right of payment to all of our senior indebtedness to the extent described in the prospectus supplement. Covenants of Burlington Resources Inc. The indentures contain, among others, the covenants summarized below, which will be applicable (unless waived or amended) to any series of debt securities which are outstanding, unless stated otherwise in the prospectus supplement relating to a particular series. 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 "funded debt" means all debt: o maturing one year or more from its creation; -6- o all debt directly or indirectly renewable or extendible, at the option of the debtor, by its terms or by the terms of any related instrument or agreement, to a date one year or more from its creation; and o all debt under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period of one year or more. The term "lien" means any mortgage, pledge, lien, charge, security interest, conditional sale or other title retention agreement or similar encumbrance. The term "principal property" means: o any property which we or any of our subsidiaries own or lease or in which we or any of our subsidiaries have an interest which we consider capable of producing gas or oil in commercial quantities located within the United States of America or the Dominion of Canada (including property located off the coast of the United States of America or the Dominion of Canada held pursuant to lease from any federal, state, provincial or other governmental body); and o any refinery, processing or manufacturing plant which we or our subsidiaries own or lease that is located within the United States of America or any state thereof or the Dominion of Canada or any province or territory thereof, The following are not included in the term "principal properties" o related facilities employed in transportation, distribution or marketing; or o any plant which in the opinion of our board of directors is not a principal plant in relation to our activities and the activities of our restricted subsidiaries as a whole. The term "restricted subsidiary" means any subsidiary which owns or leases a principal property, either as a lessor or lessee. This term does not include any subsidiary if its principal business is leasing machinery, equipment, vehicles or other properties none of which is a principal property, or financing accounts receivable, or engaging in ownership and development of any real property which is not a principal property. The term "subsidiary" means a corporation in which we and/or one or more of our subsidiaries own more than 50% of the outstanding voting stock, either directly or indirectly through intermediary subsidiaries. Limitation on Liens. The indentures provide that, so long as any debt securities issued under the indentures are outstanding, we will not, and will not allow any of our subsidiaries to, permit any liens on any principal property or on any stock or outstanding indebtedness unless the debt securities are also secured. These restrictions will not apply to: o any lien upon property owned or leased by or upon stock or debt of any corporation existing at the time it becomes a restricted subsidiary; o any lien upon property or upon stock or debt existing at the time it is acquired; o any lien to secure the payment of all or any part of the purchase price of property or to secure any debt incurred prior to, at the time of or within 180 days after it is acquired for the purpose of financing all or any part of the purchase price, other than a purchase by one of our subsidiaries from a restricted subsidiary or from us; -7- o any lien upon property to secure all or any part of the cost of exploration, drilling, development, construction, alteration, repair or improvement of all or any part of the property, or debt incurred prior to, at the time of or within 180 days after the completion of the exploration, drilling, development, construction, alteration, repair or improvement for the purpose of financing all or any part of the cost, provided that the cost is incurred to obtain, or materially increase the production and revenues from, the property; o any lien secured by pipeline assets of El Paso Natural Gas Company; o any lien securing debt of a restricted subsidiary owing to us or to another of our restricted subsidiaries; o any lien existing at the date of the applicable indenture; and o any extension, renewal or replacement in whole or in part of any lien referred to in the previous clauses; except that the principal amount of secured debt may not exceed the principal amount of secured debt prior to the extension or renewal or replacement, and the lien must be limited to all or part of the property which was subject to the lien prior to the extension, renewal or replacement (plus improvements on the property). In addition, we and any one or more of our restricted subsidiaries may permit a lien on our principal property so long as the o debt secured by the lien and all similar liens; and o all net sale proceeds from sale and leaseback transactions not specifically permitted by the "Limitation on Sale and Leasebacks" covenant does not exceed 5% of our total consolidated stockholders' equity as shown on the audited consolidated balance sheet contained or incorporated by reference in our latest annual report on Form 10-K. Under the indentures, the following types of transactions will not be deemed to create indebtedness secured by liens: o the sale or other transfer of oil, gas or other minerals in place for a period of time until, or in an amount such that, the transferee will realize a specified amount of money or minerals, or the sale or other transfer of any other interest in property of the character commonly referred to as a production payment; and o liens required by any contract or statute in order to permit us or any of our subsidiaries to perform any contract or subcontract made with or at the request of the United States, any state or any department, agency or instrumentality of either entity. Limitation on Sale and Leasebacks. We will not, and will not permit any of our restricted subsidiaries to, enter into any sale and leaseback transaction with respect to any principal property with any person (other than ourselves or a subsidiary of ours), unless either of the two following conditions is met: o the sale and leaseback transaction occurs within 180 days from the date of acquisition of the property or the date of the completion of construction or commencement of full operations on the property, whichever is later, or -8- o we, within 120 days after the sale and leaseback transaction, use the net proceeds of the transaction to retire our funded debt or the funded debt of any of our subsidiaries (other than debt that is subordinate in right of payment to the securities). We may, and we may permit any restricted subsidiary to, effect any sale and leaseback transaction involving any principal property, if: o the net sale proceeds from the sale and leaseback transaction, and o all debt secured by liens not specifically excluded pursuant to the "Limitation on Liens" covenant does not exceed 5% of our total consolidated stockholders' equity as shown on the audited consolidated balance sheet contained or incorporated by reference in our latest annual report on Form 10-K. The provisions of this covenant shall also not prevent any sale and leaseback transaction involving a lease for a period, including renewals, of not more than 36 months. Merger and Consolidation We may, without the consent of any holders of outstanding debt securities, consolidate with or merge into, or sell or convey our assets substantially as an entirety to, any other corporation, provided that: o the person formed by such consolidation or into which we are merged or which acquires our assets expressly assumes our obligations on the debt securities and under the indentures; and o other conditions described in the indentures are met. Upon compliance with these provisions, we will be relieved of our obligations under the indentures and the debt securities. Events of Default; Rights on Default Each of the indentures defines an event of default with respect to debt securities of any series as any of the following events: o we fail to pay interest for 30 days after it is due; o we fail to pay principal when due; o we fail to deposit any sinking fund payment when due; o we default for 60 days after appropriate notice in the performance of any other covenant in the debt securities or the applicable indenture; or o we have an event of bankruptcy, insolvency or reorganization. If an event of default occurs with respect to a particular series (but not all series) of debt securities 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 outstanding debt securities of that particular series and accrued interest may be declared due and payable immediately by either: -9- 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 debt securities as a result of a failure to perform a covenant or because of bankruptcy, insolvency or reorganization, the principal amount of all outstanding debt securities 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 outstanding debt securities under the indenture. The holders of a majority in principal amount of the outstanding debt securities 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 indentures. Before proceeding to exercise any right or power under the indentures 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. We must furnish the trustee annually with a statement that, to the best knowledge of the officers signing the statement, we are not in default in the performance of the terms of the indentures or, if the officers know that we are in default, specifying the default. The indentures require the trustee to give to all holders of outstanding debt securities notice of any default by us, unless the default has been cured or waived. However, except for a default in the payment of principal of or interest on any outstanding debt securities, 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 outstanding debt securities. Defeasance If any series of debt securities have either: o become due and payable or are by their terms due and payable within one year; or o are to be called for redemption within one year, the indentures provide that we may discharge substantially all of our obligations to holders of these series of debt securities 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 debt securities when the series matures. We can also discharge substantially all of our obligations for any series of debt securities, including our obligations under the covenants in the indentures, by irrevocably depositing with the trustee enough funds to pay the principal of and interest on the debt securities when the series matures. We must also obtain an opinion of counsel or a favorable ruling of the Internal Revenue Service to the effect that as a result of the defeasance, holders of that series of debt securities will not recognize income, gain or loss for federal income tax purposes, and will be subject to federal 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. -10- Changes in Control and Highly Leveraged Transactions The indentures do not contain provisions requiring us to redeem or to adjust the terms of the debt securities upon a change in control. Other than restrictions on liens and sale and leaseback transactions described under "--Covenants of Burlington Resources Inc." above, the indentures do not contain any covenants or other provisions designed to afford holders of the debt securities protection in the event of a highly leveraged transaction. Modification of the Indentures The indentures provide that we and the trustee may enter into supplemental indentures without the consent of the holders of debt securities to: o secure any of the debt securities; o evidence the assumption by a successor corporation of our obligations, as described under "--Merger and Consolidation" above; o add covenants and events of default for the protection of the holders of all or any particular series of debt securities; o change or eliminate any of the provisions of the indentures, provided that any such change or elimination shall become effective only after there are no debt securities of any series entitled to the benefit of such provision outstanding; o establish the forms or terms of debt securities of any series; o cure any ambiguity or correct any inconsistency in the indentures; or o evidence the acceptance of appointment by a successor trustee. The indentures also contain provisions permitting us and the trustee to add any provisions to, or change in any manner or eliminate any of the provisions of, the indentures, or modify in any manner the rights of the holders of such debt securities with the consent of the affected holders of at least a majority in principal amount of all series of debt securities then outstanding, with each such series voting as a separate class. However, we and the trustee may not, without the consent of the affected holder of each outstanding debt security: o change the stated maturity of the principal of or any installment of interest on any debt security; 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; or o reduce the percentage in principal amount of debt securities requiring consent of holders for any modification. -11- Book-Entry Debt Securities -- Registration, Transfer, Exchange and Payment We intend to issue each series of debt securities in "book-entry" form, represented by one or more global certificates registered in the name of The Depository Trust Company, New York, New York ("DTC"), or its nominee. However, we reserve the right to issue debt securities in certificate form registered in the names of the holders of the debt securities. Ownership of beneficial interests in the global certificates representing the particular series of debt securities will be limited to persons who have accounts with DTC ("participants"), or persons that may hold interests through participants. DTC will keep on its computerized book-entry and transfer system a record of the principal amounts of debt securities held in the accounts of the participants. Participants, in turn, will keep records of the interests of their clients who have purchased debt securities through them. Beneficial interests in the global certificates may be shown only on, and may be transferred only through, records maintained by DTC and its participants. The laws of some states require that certain purchasers of securities take delivery of the securities only in certificate form. These laws may limit the ability of holders of beneficial interests in the global certificates to transfer those interests to certain persons who might otherwise wish to purchase those interests. DTC has provided us the following information: DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the United States Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants deposit with DTC. DTC also records the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through computerized records for participants' accounts. This eliminates the need to exchange certificates. Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC's book-entry system is also used by other organizations such as securities brokers and dealers, banks and trust companies that work through a participant. The rules that apply to DTC and its participants are on file with the SEC. DTC is owned by a number of its participants and by the New York Stock Exchange, Inc., The American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Payments of interest and principal will be made to DTC, who in turn will credit payment to the accounts of its participants. It is DTC's current practice, upon receipt of any payment of principal or interest, to credit participants' accounts on the payment date according to their respective holdings of beneficial interests in the global certificates as shown on DTC's records. In addition, it is DTC's current practice to assign any consenting or voting rights to participants whose accounts are credited with certificates on a record date, by using an omnibus proxy. Payments by participants to holders of beneficial interests in the global certificates, and voting by participants, will be governed by the customary practices between the participants and holders of beneficial interests, as is the case with securities held for the account of customers registered in "street names." We, the trustee and the paying agent will treat DTC as the sole owner of the global certificates for all purposes. Accordingly, we, the trustee and any paying agent will have no responsibility or liability: o for the records relating to beneficial ownership interests in the global certificates; or -12- o for the payments of principal and interest due for the accounts of beneficial holders of interest in the global certificates. Unless we decide to issue the debt securities in certificate form, the global certificates representing a series of debt securities may not be transferred. However, a global certificate may be transferred by DTC to its nominees or successors. A series of debt securities represented by global certificates will be exchangeable for debt securities in certificate form with the same terms in authorized denominations only if: o DTC notifies us that it is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under applicable law, and we do not appoint a successor depositary within 90 days; or o we decide not to require all of the debt securities of a series to be represented by global certificates and notify the trustee of that decision. We have obtained the foregoing information concerning DTC and DTC's book-entry system from DTC and other sources it believes reliable, but we take no responsibility for the accuracy of this information. Applicable Law The debt securities and the indentures will be governed by and construed in accordance with the law of the State of New York. Senior Trustee Citibank, N.A. is the trustee under the indenture for senior debt securities. Citibank, N.A. serves as trustee under various indentures relating to our obligations. We have customary banking relationships with Citibank, N.A., including its participation as one of the agent banks in our revolving credit agreements. DESCRIPTION OF CAPITAL STOCK Our certificate of incorporation authorizes the issuance of 325,000,000 shares of common stock and 75,000,000 shares of preferred stock, of which 3,250,000 shares are designated Series A Junior Participating Preferred Stock. As of June 30, 1999, there were 177,493,347 shares of common stock outstanding held by approximately 20,704 holders of record, excluding holders whose shares of record are held by brokers. As of June 30, 1999, there were no shares of preferred stock issued or outstanding. Because the following description of our capital stock is a summary, it does not contain all the information that may be important to you. You should read the following documents for more complete information: o our certificate of incorporation, as amended; o our by-laws, as amended; and o the Rights Agreement, effective December 16, 1998, as amended, between us and BankBoston, N.A., as Rights Agent. -13- Common Stock The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Subject to preferences that may be applicable to any outstanding preferred stock, holders of common stock are entitled to receive ratably any dividends as may be declared by our board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any outstanding preferred stock. Holders of common stock have no preemptive rights and have no rights to convert their common stock into any other securities and no redemption provisions apply to the common stock. All of the outstanding shares of common stock are, and the shares offered hereby will be, fully paid and nonassessable. Preferred Stock Our certificate of incorporation authorizes our board of directors to issue shares of preferred stock in one or more series. The board of directors is authorized to designate, for each series of preferred stock, the number of shares of such series, the voting powers, if any, of the shares of such series and the designations, preferences and relative, participating, optional or other special rights and the qualifications, limitations or restrictions. You should read the certificate of designation relating to a particular series of preferred stock for specific terms. We have no present plans to issue any of the preferred stock, except as required under the Rights Agreement. Rights Agreement Each share of common stock currently has a right associated with it. Generally, each right consists of the right to purchase, for $200, 1/100 of a share of our Series A Junior Participating Preferred Stock. The terms of the rights are set forth in the rights agreement. The rights may be exercised only if the distribution date occurs. The distribution date is the earlier of either: o the first date that it is publicly announced that a person or group has acquired 15% or more of our voting power; or o the date that is 10 business days (or a later date selected by our board of directors) after a person or group begins, or announces an intention to begin, a tender or exchange offer for 15% or more of our voting power. If a person or group acquires 15% or more of our voting power without the prior approval of the board of directors, then our stockholders, other than the acquiror, will be entitled to purchase, for $200, our common stock, or, in certain circumstances, cash, property or our other securities, with a market value equal to $400. This is commonly referred to as the "flip-in" feature of the rights. If a person or group acquires 15% or more of our voting power without the prior approval of the board of directors and then either acquires us in a merger or other business combination transaction or causes the sale or transfer of more than 50% of our assets or earning power, then our stockholders, other than the acquiror, will be entitled to purchase, for $200, common stock of the acquiror with a market value equal to $400. This is commonly referred to as the "flip-over" feature of the rights. -14- The rights will expire automatically in 10 years, on December 16, 2008, but we have the option of redeeming or exchanging the rights prior to that time. We may redeem all of the rights at any time before a person or group announces that it has acquired 15% or more of our voting power. The circumstances under which we may redeem the rights are more fully described in the rights agreement. Each right may be redeemed at the price of $.01 per right. The rights cannot be exercised until after the redemption period has passed. If we were to redeem the rights, the rights will no longer be exercisable and will terminate. Furthermore, we may exchange all or a portion of the rights at any time after a person or group acquires 15% or more of our voting power, at an exchange ratio of one share of common stock per right. If the board of directors were to order the exchange of the rights, the rights will no longer be exercisable and will terminate. Until a right is exercised or exchanged, the holder of that right will not have any rights as a stockholder, including the right to vote or receive dividends, simply as a result of being a holder of that right. Each 1/100 of a share of Series A Junior Participating Preferred Stock that may be issued upon exercise of a right is intended to be comparable to one share of common stock with respect to dividend, voting, liquidation and other rights. The Series A Junior Participating Preferred Stock will rank junior to all other series of our preferred stock with respect to dividend payments and distributions of assets in liquidation. The Series A Junior Participating Preferred Stock will not be redeemable. Provisions Affecting Control of Burlington Resources Inc. Certificate of Incorporation. Under the Delaware General Corporation Law (the "DGCL"), the approval by the affirmative vote of the holders of a majority of the outstanding stock of a corporation entitled to vote on the matter generally is required for a merger, consolidation or sale, lease or exchange of all or substantially all the corporation's assets to be consummated. Our certificate of incorporation provides certain restrictions on business combinations with interested stockholders or their affiliates. Accordingly, our certificate of incorporation requires the affirmative vote of at least 51% of the voting stock, excluding the vote of any interested stockholder, for the adoption or authorization of a business combination unless: o the disinterested directors determine that the interested stockholder is the beneficial owner of at least 80% of the voting stock and has agreed to vote in favor of the business combination; or o the fair market value of the consideration per share to be received by the stockholders in the business combination is equal to or greater than the consideration paid by an interested stockholder in acquiring the largest number of shares of that class of stock previously acquired in any one transaction or series of related transactions and the interested stockholder has not received the benefit of any loans, advances, guarantees, pledges or other financial assistance provided by us. Directors. The DGCL permits the certificate of incorporation or the by-laws of a corporation to contain provisions governing the number and qualifications of directors. However, if the certificate of incorporation contains provisions fixing the number of directors, that number may not be changed without amending the certificate of incorporation. Our by-laws state that the number of directors shall be any number not less than one, determined from time to time by a vote of a majority of the directors then in office. A resolution of the board of directors currently fixes the number of directors at twelve. Pursuant to our by-laws, directors are elected at the annual meeting of stockholders for a term of one year. Amendments to the Certificate of Incorporation. Under the DGCL, a proposed amendment to the certificate of incorporation requires a resolution adopted by the board of directors and, unless otherwise provided in the certificate of incorporation, the affirmative vote of the holders of a majority of the outstanding -15- stock entitled to vote thereon and (if applicable) the affirmative vote of the holders of a majority of the outstanding stock of each class entitled to vote thereon as a class. If any amendment would adversely affect the rights of any holders of shares of a class or series of stock, the vote of the holders of a majority of all outstanding shares of the class or series, voting as a class, is also necessary to authorize the amendment. Our certificate of incorporation provides that no amendment to the certificate of incorporation shall amend, alter or repeal the provisions of Article 14 (action by stockholders without a meeting) or Article 15 (special voting requirements) without the affirmative vote of not less than 51% of the voting stock (as it is defined in the certificate of incorporation). By-Laws. Under the DGCL, the power to adopt, alter and repeal the by-laws is vested in the stockholders, except to the extent that a corporation's certificate of incorporation or by-laws vest it in the board of directors. However, the conferral of the power to adopt, alter and repeal the by-laws upon the directors does not divest the stockholders of their power to adopt, amend or repeal the by-laws. Our certificate of incorporation grants the board of directors the power to make and alter the by-laws subject to certain restrictions and the provisions of the by-laws. With certain exceptions and subject to the power of the stockholders to amend and alter the by-laws, the by-laws provide that the by-laws may be altered or repealed: o by the affirmative vote of the holders of a majority of shares present and entitled to vote at a meeting of stockholders; or o by the affirmative vote of a majority of the whole board of directors. Special Meetings. The DGCL provides that a special meeting of stockholders may be called by the board of directors or by any person or persons authorized by a corporation's certificate of incorporation or by-laws. Our by-laws provide that special meetings may be called only by our board of directors, our chairman of the board, or our president. Written Consent of Stockholders. Under the DGCL, unless otherwise provided in the corporation's certificate of incorporation, any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent or consents setting forth the action taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote upon such action were present and voted and such votes are delivered to the corporation. Our certificate of incorporation provides that any action by stockholders shall be taken at a meeting of stockholders and no action may be taken by written consent of the stockholders. Preemptive Rights. Under the DGCL, a stockholder does not have preemptive rights unless such rights are specifically granted in the corporation's certificate of incorporation. Our certificate of incorporation provides that no holder of stock of any class shall have, as such holder, any preemptive or preferential right with respect to any stock of any class or to any securities convertible into shares of stock. Delaware Business Combination Law. Section 203 of the DGCL generally prohibits a Delaware corporation from engaging in a business combination (defined as a variety of transactions, including mergers, asset sales, issuance of stock and other transactions resulting in a financial benefit to the interested stockholder) with an "interested stockholder" (defined generally as a person that is the beneficial owner of 15% or more of a corporation's outstanding voting stock) for a period of three years following the date that such person became an interested stockholder unless: o prior to the date such person became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder's becoming an interested stockholder; -16- o upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding stock held by directors who are also officers of the corporation and employee stock ownership plans that do not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or o on or subsequent to the date such person became an interested stockholder, the business combination is approved by the board of directors of the corporation and authorized at a meeting of stockholders, and not by written consent, by the affirmative vote of the holders of at least 66 2/3% of the outstanding voting stock of the corporation not owned by the interested stockholder. A corporation may adopt an amendment to its certificate of incorporation or by-laws expressly electing not to be governed by Section 203 of the DGCL if, in addition to any other vote required by law, the amendment is approved by the affirmative vote of a majority of the shares entitled to vote. However, the amendment generally will not be effective until 12 months after its adoption and will not apply to a business combination with an interested stockholder who was such on or prior to the adoption of the amendment. We have not adopted an amendment to its certificate of incorporation or by-laws by which it elects not to be governed by Section 203 of the DGCL. DESCRIPTION OF THE TRUST PREFERRED SECURITIES AND TRUST GUARANTEES Trust Preferred Securities The declaration of trust pursuant to which each Burlington Resources trust is organized authorizes its trustees to issue one series of trust preferred securities and one series of trust common securities (together, the "trust securities"). Each declaration will be qualified as an indenture under the Trust Indenture Act. The trust preferred securities will have the terms set forth in the applicable declaration or made part of the declaration by the Trust Indenture Act. You should read the prospectus supplement relating to the particular trust preferred securities of a trust for specific terms, including: o the distinctive designation of trust preferred securities; o the number of trust preferred securities to be issued; o the annual distribution rate (or method of determining such rate) for trust preferred securities and the date or dates upon which such distributions will be payable; o whether distributions on trust preferred securities will be cumulative, and, in the case of trust preferred securities having cumulative distribution rights, the date or dates or method of determining the date or dates from which distributions on the securities will be cumulative; o the amount or amounts which will be paid out of the assets of the trust to the holders of trust preferred securities upon voluntary or involuntary dissolution, winding-up or termination of the trust; o any conversion or exchange provisions applicable to the trust preferred securities; -17- o the terms and conditions, if any, upon which the related series of the applicable subordinated debt securities may be distributed to holders of trust preferred securities; o the obligation, if any, of the trust to purchase or redeem the trust preferred securities it issued and the price or prices at which, the period or periods within which and the terms and conditions upon which these securities will be purchased or redeemed, in whole or in part, pursuant to such obligation; o the voting rights, if any, of trust preferred securities in addition to those required by law, including the number of votes per trust preferred security and any requirement for the approval by the holders of trust preferred securities as a condition to specified action or amendments to the declaration of the trust; and o any other specific terms of the trust preferred securities. Pursuant to each declaration, the property trustee will own the subordinated debt securities purchased by the applicable trust for the benefit of the holders of the trust preferred securities. We guarantee to the extent described under the heading "--Trust Guarantees" the payment of distributions out of money held by the trusts and payments upon redemption of trust preferred securities or liquidation of any trust. The material federal income tax considerations applicable to an investment in trust preferred securities will be described in the prospectus supplement relating thereto. Trust Common Securities In connection with the issuance of trust preferred securities, each trust will also issue one series of trust common securities. Each declaration of trust authorizes the regular trustee of a trust to issue on behalf of the trust one series of trust common securities with the terms set forth in the declaration of trust. Except as otherwise provided in the prospectus supplement relating to the trust preferred securities, the terms of the trust common securities will be substantially identical to the terms of each trust preferred security. The trust common securities will rank equally and payments will be made pro rata with the trust preferred securities. However, upon an event of default under the applicable declaration, the rights of the holders of the trust common securities to payment in respect of distributions and payments upon liquidation, redemption and otherwise will be subordinated to the rights of the holders of the trust preferred securities. Except in limited circumstances, the trust common securities will also carry the right to vote and to appoint, remove or replace any of the trustees of a trust. We will own, directly or indirectly, all of the trust common securities of each trust. Trust Guarantees Set forth below is a summary of information concerning the trust guarantees that we will execute and deliver for the benefit of the holders of trust preferred securities of the respective trusts. The accompanying prospectus supplement will describe any significant differences between the actual terms of the trust guarantees and the summary below. Because this is a summary, it does not contain all of the information in the trust guarantee. You should read the entire trust guarantee, which will be filed with the SEC and incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part. General. We will irrevocably and unconditionally agree, to the extent set forth in the trust guarantee, to pay in full, to the holders of trust preferred securities as and when due, regardless of any defense, right of set-off or counterclaim which the applicable trust may have or assert: -18- o any accrued and unpaid dividends required to be paid on the trust preferred securities, to the extent the trust has legally available funds; o the redemption price, including all accrued and unpaid dividends, payable out of legally available funds with respect to any trust preferred securities called for redemption by the trust; and o if we liquidate the trust, except in connection with the distribution of subordinated debt securities to the holders of trust preferred securities or the redemption of all of the trust preferred securities issued by the trust, the lesser of o the aggregate of the liquidation preference and all accrued and unpaid dividends on the trust preferred securities of the series to the date of payment and o the amount of assets of the trust remaining available for distribution to holders of trust preferred securities of the series in liquidation. The Company's obligation to make a trust guarantee payment may be satisfied by direct payment of the required amounts by us to the holders of trust preferred securities or by causing the applicable trust to pay the required amounts to the holders. Covenants of Burlington Resources Inc. In each trust guarantee, we will covenant that, so long as any trust preferred securities remain outstanding, if any event that would constitute an event of default under the trust guarantee or the declaration of trust has occurred, then o we will not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of our common stock, other than o purchases or acquisitions of shares of common stock in connection with the satisfaction of our obligations under any employee benefit plans; o as a result of a reclassification of our common stock or the exchange or conversion of one class or series of our common stock for another class or series of our common stock; o the purchase of fractional interests in shares of our common stock pursuant to the conversion or exchange provisions of such common stock or the security being converted or exchanged; or o purchases or acquisitions of shares of common stock to be used in connection with acquisitions of common stock by shareholders pursuant to our dividend reinvestment plan, or make any guarantee payments with respect to the foregoing, and o we will not make any payment of principal or premium, if any, on or repurchase any debt securities (including guarantees) issued by us which rank equally with or junior to such subordinated debt securities other than at stated maturity. Amendments and Assignment. Generally, the trust guarantee with respect to any series of trust preferred securities may be changed only with the prior approval of the holders of at least a majority in liquidation preference of the outstanding trust preferred securities of the series. However, if the changes do not adversely affect the rights of holders of trust preferred securities of any series, no vote will be required. We will describe the manner of obtaining any approval of holders of the trust preferred securities of each series in -19- an accompanying prospectus supplement. All guarantees and agreements contained in each trust guarantee shall bind our successors, assigns, receivers, trustees and representatives and will be for the benefit of the holders of the applicable series of trust preferred securities then outstanding. Termination of the Trust Guarantees. Each trust guarantee will terminate as to the trust preferred securities issued by the applicable trust upon o full payment of the redemption price of all trust preferred securities of the trust; o distribution of the subordinated debt securities held by the trust to the holders of the trust preferred securities of the trust; or o full payment of the amounts payable in accordance with the declaration of the trust upon liquidation of the trust. Each trust guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of trust preferred securities issued by the applicable trust must restore payment of any sums paid under the trust preferred securities or the trust guarantee. The subordination provisions of the subordinated debt securities and the trust guarantees, respectively, will provide that in the event payment is made on the subordinated debt securities or the trust guarantees in contravention of such provisions such payments will be paid over to the holders of senior indebtedness. Ranking of the Trust Guarantee. Each trust guarantee will constitute our unsecured obligation and will rank o subordinate and junior in right of payment to all of our other liabilities; o equally with the most senior preferred or preference stock, if any, hereafter issued by us and with any guarantee hereafter entered into by us in respect of any preferred or preference stock or interests of any affiliate of ours; and o senior to the common stock. Each declaration will provide that each holder of trust preferred securities by accepting the security agrees to the subordination provisions and other terms of the applicable trust guarantee. Each trust guarantee will constitute a guarantee of payment and not of collection. The trust guarantee will be deposited with the property trustee to be held for the benefit of any series of trust preferred securities. The property trustee will have the right to enforce the trust guarantee on behalf of the holders of any series of trust preferred securities. The holders of not less than 10% in aggregate liquidation preference of a series of trust preferred securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available in respect of the trust guarantee applicable to the series of trust preferred securities, including giving directions to the property trustee. If the property trustee fails to enforce the trust guarantee, any holder of trust preferred securities of a series to which the trust guarantee pertains may institute a legal proceeding directly against us to enforce its rights under the trust guarantee, without first instituting a legal proceeding against the trust, or any other person or entity. Each trust guarantee will not be discharged except by payment of the trust guarantee payments in full to the extent not paid by the applicable trust, and by complete performance of all obligations under such trust guarantee. Governing Law. Each trust guarantee will be governed by and construed in accordance with the laws of the State of New York. -20- PLAN OF DISTRIBUTION We or the Burlington Resources trusts may sell the securities o through underwriters or dealers; o through agents; o directly to purchasers; or o through a combination of any such methods of sale. Any underwriter, dealer or agent may be deemed to be an underwriter within the meaning of the Securities Act. The prospectus supplement relating to any offering of securities will set forth their offering terms, including the name or names of any underwriters, the purchase price of the securities and the proceeds to us or the Burlington Resources trusts from such sale, any underwriting discounts, commissions and other items constituting underwriters' compensation, any initial public offering price, and any underwriting discounts, commissions and other items allowed or reallowed or paid to dealers, and any securities exchanges on which the securities may be listed. Only underwriters so named in the prospectus supplement are deemed to be underwriters in connection with the securities offered hereby. If underwriters are used in the sale, they will acquire the securities for their own account and may resell them from time to time in one or more transactions, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, or at prices related to such prevailing market prices, or at negotiated prices. The securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more of such firms. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all the offered securities if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Any agent involved in the offer or sale of the securities in respect of which this prospectus is delivered will be named, and any commissions payable by us to the agent will be set forth, in the accompanying prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment. If so indicated in the prospectus supplement, we will authorize underwriters, dealers or agents to solicit offers by certain specified institutions to purchase securities from us or the Burlington Resources trusts at the public offering price set forth in the accompanying prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. These contracts will be subject to any conditions set forth in the accompanying prospectus supplement and the prospectus supplement will set forth the commission payable for solicitation of these contracts. The underwriters and other persons soliciting these contracts will have no responsibility for the validity or performance of any such contracts. Securities offered may be a new issue of securities with no established trading market. Any underwriters to whom or agents through whom these securities are sold by us for public offering and sale may make a market in these securities, but such underwriters or agents will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of or the trading market for any such securities. -21- Underwriters, dealers and agents may be entitled, under agreements entered into with us, to indemnification by us against certain civil liabilities, including liabilities under the Securities Act or to contribution by us to payments they may be required to make in respect thereof. Certain of the underwriters, agents or dealers and their associates may be customers of, or engage in transactions with and perform services for us in the ordinary course of business. LEGAL MATTERS The legality of the securities other than the trust securities will be passed upon for us by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York, and for the underwriters, dealers or agents by Cravath, Swaine & Moore, New York, New York. The legality of the trust securities will be passed upon for us and each Burlington Resources trust by Richards, Layton & Finger, P.A., special Delaware counsel to us and the Burlington Resources trusts. Kenneth W. Orce, a member of our board of directors, is a senior partner of Cahill Gordon & Reindel and, as of February 8, 1999, owned 31,877 shares of Common Stock of Burlington Resources Inc., including 19,252 currently exercisable options. EXPERTS The financial statements incorporated by reference in this prospectus and the registration statement of which this prospectus is a part to the Annual Report on Form 10-K for the year ended December 31, 1998 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. -22- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.* Securities and Exchange Commission Registration Fee** ............. $125,100 Cost of Printing .................................................. 50,000 Rating Agency Fees ................................................ 50,000 Independent Accountants' Fees and Expenses ........................ 25,000 Legal Services and Expenses (including Blue Sky fees and expenses) .............................................. 50,000 Trustees' Fees and Expenses ....................................... 25,000 Miscellaneous ..................................................... 4,900 --------- Total ........ $330,000 ======== - ----------------------- * Other than the Securities and Exchange Commission Registration Fee, all amounts set forth above are estimates. ** Fee calculation is based upon $450,000,000 of securities; excludes fees previously paid in connection with $550,000,000 of securities remaining on Registration Statement No. 333-52213. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Burlington Resources Inc. Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a 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, 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) 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 IX of Burlington Resources Inc.'s by-laws requires indemnification 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 an unconditional 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 or of a 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 agents with the same scope and effect as the foregoing indemnification of directors and officers. II-1 Section 102(b)(7) of the DGCL permits a 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) payment 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. 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 Trusts Each declaration of trust pursuant to which each Burlington Resources trust is organized will provide that no regular trustee, or affiliate of any regular trustee, or officer, director, shareholder, member, partner, employee, representative or agent of any regular trustee or of any such affiliate, or employee or agent of the applicable Burlington Resources trust or its affiliates (each an "Indemnified Person") shall be liable, responsible or accountable in damages or otherwise to the trust or any employee or agent of the trust or its affiliates for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Burlington Resources trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by such declaration of trust or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's gross negligence or willful misconduct with respect to such act or omission. Each declaration of trust also provides that to the fullest extent permitted by applicable law, Burlington Resources Inc. shall indemnify and hold harmless each Indemnified Person from and against any loss, damage or claim incurred by such Indemnified Person by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the applicable Burlington Resources trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by such declaration of trust, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of gross negligence or willful misconduct with respect to such act or omission. Each declaration of trust further provides that, to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by Burlington Resources Inc. prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified for the underlying cause of action as authorized by such declaration of trust. The Registrants Reference is made to the forms of underwriting agreements, filed and to be filed as Exhibits 1.1 and 1.2 hereto, respectively, which contain provisions for indemnification of each of the registrants, their direc- II-2 tors, officers and any controlling persons, by the Underwriters against certain liabilities for information furnished by the Underwriters. For a statement of the registrants' undertakings with respect to indemnification of directors and officers, see Item 17 below. Item 16. EXHIBITS. 1.1 -- Form of Underwriting Agreement between Burlington Resources Inc. and the Underwriter(s) with respect to Debt Securities, Common Stock and Preferred Stock. 1.2* -- Form of Underwriting Agreement among the Burlington Resources trusts, Burlington Resources Inc. and the Underwriter(s) with respect to trust preferred securities. 1.3* -- Form of Agency Agreement. 1.4* -- Form of Distribution Agreement. 4.1 -- Indenture, dated as of April 1, 1992, between Burlington Resources Inc. and Citibank, N.A., as Trustee (including form of senior debt security) (incorporated herein by reference to Exhibit 4.4 to Burlington Resources Inc.'s Form 8 dated March 10, 1993 (File No. 1-9971)). 4.2* -- Form of Subordinated Indenture (including form of Subordinated Debt Security). 4.3 -- Certificate of Trust of Burlington Resources Capital I (incorporated herein by reference to Exhibit 4.3 to Burlington Resources Inc.'s Registration Statement No. 333-52213). 4.4 -- Certificate of Trust of Burlington Resources Capital II (incorporated herein by reference to Exhibit 4.4 to Burlington Resources Inc.'s Registration Statement No. 333-52213). 4.5 -- Declaration of Trust of Burlington Resources Capital I (incorporated herein by reference to Exhibit 4.5 to Burlington Resources Inc.'s Registration Statement No. 333-52213). 4.6 -- Declaration of Trust of Burlington Resources Capital II (incorporated herein by reference to Exhibit 4.6 to Burlington Resources Inc.'s Registration Statement No. 333-52213). 4.7* -- Form of Guarantee relating to Burlington Resources Capital I. 4.8* -- Form of Guarantee relating to Burlington Resources Capital II. 4.9 -- Copies of the instruments with respect to Burlington Resources Inc.'s long-term debt are available to the Securities and Exchange Commission upon request. 4.10 -- Form of Rights Agreement dated as of December 16, 1998, between Burlington Resources Inc. and BankBoston, N.A., as 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 herein by reference to Exhibit 1 to Burlington Resources Inc.'s Form 8-A, filed December 18, 1998). 5.1* -- Opinion of Cahill Gordon & Reindel. 5.2* -- Opinion of Richards, Layton & Finger, P.A. 12.1 -- Statement of Computation of Ratio of Earnings to Fixed Charges. 23.1 -- Consent of PricewaterhouseCoopers LLP. 23.2* -- Consent of Cahill Gordon & Reindel (included as part of Exhibit 5.1). 23.3* -- Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2). 24.1 -- Powers of Attorney (see page S-2). 25.1 -- Form T-1 Statement of Eligibility of the Senior Trustee under the Trust Indenture Act of 1939, as amended. II-3 25.2* -- Form T-1 Statement of Eligibility of the Subordinated Trustee under the Trust Indenture Act of 1939, as amended. 25.3* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Chase Bank of Texas, National Association, as Trustee under the Declaration of Trust of Burlington Resources Capital I. 25.4* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Chase Bank of Texas, National Association, as Trustee under the Declaration of Trust of Burlington Resources Capital II. 25.5* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Chase Bank of Texas, National Association, as Trustee under the Trust Guarantee of Burlington Resources Inc. for the benefit of the holders of trust preferred securities of Burlington Resources Capital I. 25.6* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Chase Bank of Texas, National Association, as Trustee under the Preferred Securities Guarantee of Burlington Resources Inc. for the benefit of the holders of trust preferred securities of Burlington Resources Capital II. ITEM 17. UNDERTAKINGS. a) The undersigned Registrants hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; notwithstanding the foregoing, any increase or decrease in volume of securities being offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that the undertakings set forth in paragraphs (1)(i) and (ii) of this paragraph do not apply if the Registration Statement is on Form S-3 and the information required to be included in post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. - --------------- * To be filed either by amendment or as an exhibit to an Exchange Act Report of Burlington Resources Inc. and incorporated herein by reference. II-4 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. b) 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. c) 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. d) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective. e) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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. f) The undersigned Registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act of 1939. II-5 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-3 and has duly caused 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 19th day of July, 1999. BURLINGTON RESOURCES INC. By: /s/ Bobby S. Shackouls ---------------------------------------- Name: Bobby S. Shackouls Title: Chairman of the Board, President and Chief Executive Officer S-1 POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes John E. Hagale and L. David Hanower and each of them as attorneys-in-fact, with full power of substitution, to execute in the name and on behalf of such person, individually and in each capacity stated below, and to file, any and all amendments to this Registration Statement, including any and all post-effective amendments. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of July, 1999. Signature Title /s/ Bobby S. Shackouls Chairman of the Board, President - ----------------------------------- and Chief Executive Officer Bobby S. Shackouls /s/ H. Leighton Steward Vice Chairman of the Board - ----------------------------------- H. Leighton Steward /s/ John E. Hagale Executive Vice President and - ----------------------------------- Chief Financial Officer John E. Hagale /s/ Philip W. Cook Vice President and Controller - ----------------------------------- (Chief Accounting Officer) Philip W. Cook /s/ John V. Byrne Director - ----------------------------------- John V. Byrne /s/ S. Parker Gilbert Director - ----------------------------------- S. Parker Gilbert /s/ Laird I. Grant Director - ----------------------------------- Laird I. Grant Director - ----------------------------------- John LaMacchia /s/ James F. McDonald Director - ----------------------------------- James F. McDonald /s/ Kenneth W. Orce Director - ----------------------------------- Kenneth W. Orce /s/ Donald M. Roberts Director - ----------------------------------- Donald M. Roberts /s/ John F. Schwarz Director - ----------------------------------- John F. Schwarz /s/ Walter Scott, Jr. Director - ----------------------------------- Walter Scott, Jr. S-2 Signature Title /s/ William E. Wall Director - ----------------------------------- William E. Wall S-3 SIGNATURE Pursuant to the requirements of the Securities Act of 1933, each of Burlington Resources Capital I and Burlington Resources Capital II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused 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 19th day of July, 1999. BURLINGTON RESOURCES CAPITAL I, a Delaware business trust By: Burlington Resources Inc., as Depositor By: /s/ John E. Hagale --------------------------------------- Name: John E. Hagale Title: Executive Vice President and Chief Financial Officer BURLINGTON RESOURCES CAPITAL II, a Delaware business trust By: Burlington Resources Inc., as Depositor By: /s/ John E. Hagale ---------------------------------------- Name: John E. Hagale Title: Executive Vice President and Chief Financial Officer S-4 EXHIBIT INDEX 1.1 -- Form of Underwriting Agreement between Burlington Resources Inc. and the Underwriter(s) with respect to Debt Securities, Common Stock and Preferred Stock. 1.2* -- Form of Underwriting Agreement among the Burlington Resources trusts, Burlington Resources Inc. and the Underwriter(s) with respect to trust preferred securities. 1.3* -- Form of Agency Agreement. 1.4* -- Form of Distribution Agreement. 4.1 -- Indenture, dated as of April 1, 1992, between Burlington Resources Inc. and Citibank, N.A., as Trustee (including form of senior debt security) (incorporated herein by reference to Exhibit 4.4 to Burlington Resources Inc.'s Form 8 dated March 10, 1993 (File No. 1-9971)). 4.2* -- Form of Subordinated Indenture (including form of Subordinated Debt Security). 4.3 -- Certificate of Trust of Burlington Resources Capital I (incorporated herein by reference to Exhibit 4.3 to Burlington Resources Inc.'s Registration Statement No. 333-52213). 4.4 -- Certificate of Trust of Burlington Resources Capital II (incorporated herein by reference to Exhibit 4.4 to Burlington Resources Inc.'s Registration Statement No. 333-52213). 4.5 -- Declaration of Trust of Burlington Resources Capital I (incorporated herein by reference to Exhibit 4.5 to Burlington Resources Inc.'s Registration Statement No. 333-52213). 4.6 -- Declaration of Trust of Burlington Resources Capital II (incorporated herein by reference to Exhibit 4.6 to Burlington Resources Inc.'s Registration Statement No. 333-52213). 4.7* -- Form of Guarantee relating to Burlington Resources Capital I. 4.8* -- Form of Guarantee relating to Burlington Resources Capital II. 4.9 -- Copies of the instruments with respect to Burlington Resources Inc.'s long-term debt are available to the Securities and Exchange Commission upon request. 4.10 -- Form of Rights Agreement dated as of December 16, 1998, between Burlington Resources Inc. and BankBoston, N.A., as 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 herein by reference to Exhibit 1 to Burlington Resources Inc.'s Form 8-A, filed December 18, 1998). 5.1* -- Opinion of Cahill Gordon & Reindel. 5.2* -- Opinion of Richards, Layton & Finger, P.A. 12.1 -- Statement of Computation of Ratio of Earnings to Fixed Charges. 23.1 -- Consent of PricewaterhouseCoopers LLP. 23.2* -- Consent of Cahill Gordon & Reindel (included as part of Exhibit 5.1). 23.3* -- Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2). 24.1 -- Powers of Attorney (see page S-2). 25.1 -- Form T-1 Statement of Eligibility of the Senior Trustee under the Trust Indenture Act of 1939, as amended. 25.2* -- Form T-1 Statement of Eligibility of the Subordinated Trustee under the Trust Indenture Act of 1939, as amended. 25.3* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Chase Bank of Texas, National Association, as Trustee under the Declaration of Trust of Burlington Resources Capital I. 25.4* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Chase Bank of Texas, National Association, as Trustee under the Declaration of Trust of Burlington Resources Capital II. 25.5* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Chase Bank of Texas, National Association, as Trustee under the Trust Guarantee of Burlington Resources Inc. for the benefit of the holders of trust preferred securities of Burlington Resources Capital I. 25.6* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Chase Bank of Texas, National Association, as Trustee under the Preferred Securities Guarantee of Burlington Resources Inc. for the benefit of the holders of trust preferred securities of Burlington Resources Capital II. - --------------- * To be filed either by amendment or as an exhibit to an Exchange Act Report of Burlington Resources Inc. and incorporated herein by reference. -2- EX-1.1 2 UNDERWRITING AGREEMENT BURLINGTON RESOURCES INC. UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES) , 1999 From time to time, Burlington Resources Inc., a Delaware corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as "this Agreement". Terms defined in the Underwriting Agreement are used herein as therein defined. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, including a prospectus, relating to the Debt Securities and has filed with, or transmitted for filing to, or will file with the Commission a prospectus supplement (the "Prospectus Supplement") specifically relating to the Offered Securities pursuant to and in accordance with Rule 424 under the Securities Act of 1933, as amended (the "Securities Act"). The term "Registration Statement" means the registration statement, including the exhibits thereto, as amended to the date of this Agreement. The term "Basic Prospectus" means the prospectus included in the Registration Statement. The term "Prospectus" means the Basic Prospectus together with the Prospectus Supplement. The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Offered Securities, together with the Basic Prospectus. As used herein, the terms "Registration Statement", "Basic Prospectus", "Prospectus" and "preliminary prospectus" shall include in each case the documents, if any, incorporated by reference therein. The terms "supplement" and "amendment" or "amend" as used herein shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Basic Prospectus by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2 1. Representations and Warranties. The Company represents and warrants to each of the Underwriters that: (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the best of the Company's knowledge, threatened by the Commission. (b)(i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder; (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) the Registration Statement and the Prospectus comply, and, as amended or supplemented, if applicable, will comply, in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder; and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 1(b) do not apply (A) to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Managers expressly for use therein or (B) to that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), of the Trustee. (c) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. 3 (d) Each subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. (e) This Agreement has been duly authorized, executed and delivered by the Company. (f) The Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (g) The Offered Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (h) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture and the Offered Securities will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company or any agreement or other instrument binding upon the Company or any of its subsidiaries or affiliates that is material to the Company and its subsidiaries, taken as a whole, or any judgment or decree of any governmental agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of or 4 qualification with any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture or the Offered Securities, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Offered Securities. (i) There has not occurred any material adverse change in, or any adverse development which materially affects, the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus. (j) All descriptions in the Registration Statement, preliminary prospectus and Prospectus of statutes, regulations, legal or governmental proceedings, contracts and other documents are accurate in all material respects and fairly present in all material respects the information required to be shown; and there are no legal or governmental proceedings pending or, to the best of the Company's knowledge, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of any of them is subject which are required to be described in the Registration Statement or the Prospectus or any amendments or supplements thereto and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required. (k) The Company is not, nor is it directly or indirectly controlled by or acting on behalf of any person which is, (i) an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated by the Commission thereunder or (ii) a "holding company" within the meaning of, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended, and the rules and regulations promulgated by the Commission thereunder. 2. Public Offering. The Company is advised by the Managers that the Underwriters propose to make a public offering of their respective portions of the Offered Securities as soon after this Agreement has been entered into as in the Managers' judgment is advisable. The terms of the public offering of the Offered Securities are set forth in the Prospectus. 5 3. Purchase and Delivery. Except as otherwise provided in this Section 3, payment for the Offered Securities shall be made by certified or official bank check or checks or wire transfer payable to the order of the Company in immediately available funds at the time and place set forth in the Underwriting Agreement, upon delivery to the Managers for the respective accounts of the several Underwriters of the Offered Securities, registered in such names and in such denominations as the Managers shall request in writing not less than two full business days prior to the date of delivery, with any transfer taxes payable in connection with the transfer of the Offered Securities to the Underwriters duly paid. 4. Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the execution and delivery of the Underwriting Agreement and prior to the Closing Date, (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus that, in the judgment of the Managers, is material and adverse and that makes it, in the judgment of the Managers, impracticable to market the Offered Securities on the terms and in the manner contemplated in the Prospectus. (b) The Managers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and 6 correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (c) The Managers shall have received on the Closing Date (i) an opinion of Cahill Gordon & Reindel, special counsel to the Company, addressing the matters set forth in paragraphs (i), (ii)(a), (iv), (v), (vi), (vii), (viii), (ix) (items (a), (b) and (c)), (x)(b), (xi) and (xii)(b), (c) and (d) of Exhibit A attached hereto, and (ii) an opinion of the Vice President and General Counsel of the Company, addressing the matters set forth in paragraphs (ii)(b), (iii), (viii), (ix) (item (d)), (x)(a) and (xii)(a) of Exhibit A. (d) The Managers shall have received on the Closing Date an opinion of Cravath, Swaine & Moore, special counsel for the Underwriters, dated the Closing Date, to the effect set forth in Exhibit B. (e) The Managers shall have received on each of the date hereof and the Closing Date a letter, dated such date, in form and substance reasonably satisfactory to the Managers, from PricewaterhouseCoopers LLP, independent accountants for the Company, containing statements and information of the type ordinarily included in accountants' "comfort letters" with respect to the financial statements and certain financial information contained in or incorporated by reference into the Prospectus. 5. Covenants of the Company. In further consideration of the agreements of the Underwriters contained herein, the Company covenants as follows: (a) To furnish the Managers, without charge, a signed copy of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and, during the period mentioned in paragraph (c) below, as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as the Managers may reasonably request. 7 (b) Before amending or supplementing the Registration Statement or the Prospectus with respect to the Offered Securities, to furnish to the Managers a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Managers reasonably object. (c) If, during such period after the first date of the public offering of the Offered Securities as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters, and to the dealers (whose names and addresses the Managers will furnish to the Company) to which Offered Securities may have been sold by the Managers on behalf of the Underwriters and to any other dealer upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as so amended or supplemented, will comply with law. (d) To endeavor to qualify the Offered Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Managers shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection with such qualification and in connection with (i) the determination of the eligibility of the Offered Securities for investment under the laws of such jurisdictions as the Managers may designate and (ii) any review of the offering of the Offered Securities by the National Association of Securities Dealers, Inc. (e) To make generally available to the Company's security holders and to the Managers as soon as practicable an earnings statement covering a twelve month period beginning on the first day of the first full fiscal quarter after the date of this Agreement, which earnings statement shall satisfy the provisions of 8 Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder. (f) During the period beginning on the date of the Underwriting Agreement and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company substantially similar to the Offered Securities (other than the Offered Securities) without the prior written consent of the Managers. 6. Indemnification and Contribution. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred by any Underwriter or any such controlling person in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Managers expressly for use therein. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Company by such Underwriter in writing through the Managers expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements thereto. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either 9 of the two preceding paragraphs, such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Managers, in the case of parties indemnified pursuant to the second preceding paragraph, and by the Company, in the case of parties indemnified pursuant to the first preceding paragraph. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the third sentence of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been 10 a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. If the indemnification provided for in the first or second paragraph in this Section 6 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Offered Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of such Offered Securities (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus Supplement, bear to the aggregate public offering price of the Offered Securities. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters' respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective principal amounts of Offered Securities purchased by each of such Underwriters and not joint. The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to 11 this Section 6 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. The indemnity and contribution provisions contained in this Section 6 and the representations and warranties of the Company contained herein shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Company, its directors or officers or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities. 7. Termination. This Agreement shall be subject to termination, by notice given by the Managers to the Company, if (a) after the execution and delivery of the Underwriting Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange or the National Association of Securities Dealers, Inc., (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities, or (iv) there shall have occurred any outbreak 12 or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the judgment of the Managers, is material and adverse and (b) in the case of any of the events specified in clauses (a) (i) through (iv), such event, singly or together with any other such event, makes it, in the judgment of the Managers, impracticable to market the Offered Securities on the terms and in the manner contemplated in the Prospectus. 8. Defaulting Underwriters. [Applicable only if there is more than one Underwriter of the Offered Securities.] If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities of any series that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of Offered Securities of such series which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities of such series to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of Offered Securities of such series set forth opposite their respective names above bears to the aggregate amount of Offered Securities of such series set forth opposite the names of all such nondefaulting Underwriters, or in such other proportions as the Managers may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of Offered Securities of any series that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 8 by an amount in excess of one-ninth of such amount of Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Offered Securities of any series and the aggregate amount of Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate amount of Offered Securities of such series to be purchased on such date, and arrangements satisfactory to the Managers and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate with respect to such series of Offered Securities without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Manager or the Company shall have the right to postpone the Closing Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting 13 Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering of the Offered Securities. 9. Miscellaneous. The Underwriting Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. 10. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement. 11. Notices. All references herein and in the Underwriting Agreement to the Managers when made in connection with any notice to or communication by or with such Managers shall, if there is more than one manager, be deemed to be to the Lead Manager, as designated in the Underwriting Agreement, and all notices shall be given to such Lead Manager at the address set forth therein. Exhibit A Opinion of Counsel for the Company The opinion of counsel for the Company to be delivered pursuant to Section 4(c) of the Underwriting Agreement shall be to the effect that: (i) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) the Company (a) has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and (b) is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (iii) each domestic material subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (iv) the Underwriting Agreement has been duly authorized, executed and delivered by the Company; 2 (v) the Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except that (a) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws now or hereafter in effect relating to or affecting creditors' rights or remedies generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or equity); (vi) the Offered Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms except that (a) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws now or hereafter in effect relating to or affecting creditors' rights or remedies generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or equity); (vii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, the Underwriting Agreement, the Indenture and the Offered Securities will not contravene any provisions of the certificate of incorporation or by-laws of the Company; (viii) to the knowledge of such counsel, the execution and delivery by the Company of, and the performance by the Company of its obligations under, the Underwriting Agreement, the Indenture and the Offered Securities will not contravene any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court of the United States or any jurisdiction therein or any other jurisdiction having jurisdiction over the Company or any subsidiary, or any provision of applicable law 3 (other than state securities law) and no consent, approval, authorization or order of or qualification with any governmental body or agency is required for the performance by the Company of its obligations under the Underwriting Agreement, the Indenture or the Offered Securities except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Offered Securities; (ix) the statements (a) in the Prospectus Supplement under the captions "Certain Terms of the Debt Securities" and "Underwriting", (b) in the Basic Prospectus under the captions "Description of Debt Securities" and "Plan of Distribution", (c) in the Registration Statement under Item 15 and (d) in "Item 3 - Legal Proceedings" of the Company's most recent annual report on Form 10-K incorporated by reference in the Prospectus, in each case insofar as such documents constitute summaries of the legal matters, documents or legal proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings, and fairly summarize the matters referred to therein; (x) such counsel does not know of (a) any legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or of (b) any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required; (xi) the Company is not, nor is it directly or indirectly controlled by or acting on behalf of any person which is, (i) an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated by the Commission thereunder or (ii) a "holding company" within the meaning of, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended, and the rules and regulations promulgated by the Commission thereunder; and (xii) (a) such counsel is of the opinion that each document, if any, filed pursuant to the Exchange Act 4 and incorporated by reference in the Prospectus (except for financial statements and schedules and other financial or statistical information included therein as to which such counsel need not express any opinion) was appropriately responsive when so filed in all material respects to the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, (b) no facts have come to the attention of such counsel that lead such counsel to believe that the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (it being understood that such counsel has not been requested to and does not make any comment with respect to the financial statements and schedules and other financial and statistical data included or incorporated by reference in the Registration Statement or the Statement of Eligibility (Form T-1)), (c) such counsel is of the opinion that the Registration Statement and Prospectus (except for financial statements and schedules and other financial or statistical information included therein as to which such counsel need not express any opinion) are appropriately responsive in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder and (d) no facts have come to the attention of such counsel that lead such counsel to believe that the Prospectus, as of its date or as of the date of such opinion, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel has not been requested to and does not make any comment with respect to the financial statements and schedules and other financial and statistical data included or incorporated by reference in the Prospectus or the Statement of Eligibility (Form T-1)). With respect to paragraph (xii) above, such counsel may state that its opinion and belief are based upon its participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto and documents incorporated therein by reference and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The 10b-5 letter shall include the following: 5 We have participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and your representatives and your counsel, at which the contents of the Registration Statement and the Prospectus and related matters were discussed, and although we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, we advise you that on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers and other representatives of the Company), nothing has come to our attention which leads us to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus as of the date of such Prospectus, and at all times up to and including the date hereof, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to, and do not, comment on the financial statements and schedules and other financial and statistical data included or incorporated by reference in the Registration Statement or the Prospectus or on any of the information contained in the Statement of Eligibility on Form T-1 of the Trustee). Exhibit B Opinion of Cravath, Swaine & Moore, Counsel for the Underwriters The opinion of Cravath, Swaine & Moore, counsel for the Underwriters, to be delivered pursuant to Section 4(d) of the Underwriting Agreement shall be to the effect that: (i) the Underwriting Agreement has been duly authorized, executed and delivered by the Company; (ii) the Indenture has been duly authorized, executed and delivered, has been duly qualified under the Trust Indenture Act of 1939, as amended, and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally from time to time in effect and, as to the enforceability of obligations, to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (iii) the Offered Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will constitute legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture, and conform to the description thereof contained in the Prospectus; (iv) the Registration Statement became effective under the Securities Act, and to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or are pending or contemplated under the Securities Act; and (v) such counsel (1) believes that (except for financial statements and related schedules and other 2 financial data as to which such counsel need not express any belief and except for that part of the Registration Statement that constitutes the Form T-1 heretofore referred to) each part of the Registration Statement, when such part became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) is of the opinion that the Registration Statement and Prospectus (except for financial statements and related schedules and other financial data included therein as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (3) believes that (except for financial statements and related schedules and other financial data as to which such counsel need not express any belief) the Prospectus as of the date such opinion is delivered does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. With respect to clause (v) above, such counsel may state that their opinion and belief are based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendments or supplements thereto (other than the documents incorporated by reference) and upon review and discussion of the contents thereof (including documents incorporated by reference) but are without independent check or verification, except as specified. Such counsel may rely, to the extent its opinions are based upon matters governed by the laws of other jurisdictions, upon the opinion of other counsel admitted to the bar in such jurisdictions. EX-12.1 3 STATEMENT OF COMPUTATION OF RATIO TO EARNINGS
BURLINGTON RESOURCES INC. RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12.1 (UNAUDITED) Three Months Ended December 31, ---------------------------------------------------------------- 3/31/99 1998 1997 1996 1995 1994 -------------- ---------- -------- ---------- --------- --------- (In Millions, Except Ratio Amounts) Earnings Income Before Income Taxes..................... $ (14) $ 95 $411 $433 $ (543) $ (247) Add Interest and fixed charges................... 41 148 142 147 147 116 Portion of rent under long-term operating leases representative of an interest factor......................... 2 6 7 8 7 7 --------- ------- -------- -------- ---------- ---------- Total Earnings Available for Fixed Charges..... $ 29 $ 249 $560 $588 $ (389) $ (124) ========= ======= ======== ======== ========== ========== Fixed Charges Interest and fixed charges..................... $ 41 $ 148 $142 $147 $ 147 $ 116 Portion of rent under long-term operating leases representative of an interest factor.. 2 6 7 8 7 7 Capitalized interest........................... - 14 12 14 19 23 --------- ------- -------- -------- ---------- ---------- Total Fixed Charges............................ $ 43 $ 168 $161 $169 $ 173 $ 146 ========= ======= ======== ======== ========== ========== Ratio of Earnings to Fixed Charges (1)........ - x 1.48.x 3.48.x 3.48 x - x - x ========= ======= ======== ======== ========== ==========
(1) Total earnings available for fixed charges or the three months ended 3/31/99 and for the years 1995 and 1994 were inadequate to cover total fixed charges in the amount of approximately $14 million, $567 million and $274 million, respectively. EX-23.1 4 CONSENT OF PRICEWATERHOUSECOOPERS LLP. CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated January 20, 1999 relating to the financial statements, which appears in the 1998 Annual Report to Shareholders, which is incorporated by reference in Burlington Resources Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Houston, Texas July 19, 1999 EX-25.1 5 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a Trustee pursuant to Section 305 (b)(2) ____ ------------------------ CITIBANK, N.A. (Exact name of trustee as specified in its charter) 399 Park Avenue, New York, New York 13-5266470 (Address of principal executive office) (I.R.S. employer identification no.) 10043 (Zip Code) ----------------------- Burlington Resources Inc. (Exact name of obligor as specified in its charter) Delaware 91-1413284 (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) 5051 Westheimer, Suite 1400 Houston, Texas 77056 (Address of principal executive offices) (Zip Code) ------------------------- Debt Securities (Title of the indenture securities) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Name Address Comptroller of the Currency Washington, D.C. Federal Reserve Bank of New York New York, NY Federal Deposit Insurance Corporation Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto. Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983) Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577). Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519) Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988) Exhibit 5 - Not applicable. Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.) Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of March 31, 1999- attached) Exhibit 8 - Not applicable. Exhibit 9 - Not applicable. ------------------ SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 19th day of July, 1999. CITIBANK, N.A. By /s/ Florence Mills ------------------------- Florence Mills Senior Trust Officer Charter No. 1461 Comptroller of the Currency Northeastern District REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF Citibank, N.A. of New York in the State of New York, at the close of business on March 31, 1999, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District. ASSETS Thousands of dollars Cash and balances due from de- pository institutions: Noninterest-bearing balances and currency and coin ............................ $ 7,997,000 Interest-bearing balances ........................ 12,201,000 Held-to-maturity securities ........................ 0 Available-for-sale securities ...................... 36,050,000 Federal funds sold and securities purchased under agreements to resell ............................. 8,658,000 Loans and lease financing receivables: Loans and Leases, net of un- earned income .................................... $189,886,000 LESS: Allowance for loan and lease losses ................... 4,674,000 ---------- Loans and leases, net of un- earned income, allowance, and reserve ...................................... 185,212,000 Trading assets ..................................... 31,915,000 Premises and fixed assets (includ- ing capitalized leases) .......................... 3,911,000 Other real estate owned ............................ 400,000 Investments in unconsolidated subsidiaries and associated com- panies ........................................... 1,128,000 Customers' liability to this bank on acceptances outstanding ....................... 1,426,000 Intangible assets .................................. 3,560,000 Other assets ....................................... 12,578,000 TOTAL ASSETS ....................................... $304,316,000 LIABILITIES Deposits: In domestic offices .............................. $ 40,444,000 Noninterest-bearing ............ $13,607,000 Interest-bearing ............... 26,837,000 ----------- In foreign offices, Edge and Agreement subsidiaries, and IBFs ............................................. 173,560,000 Noninterest-bearing ............ 11,287,000 Interest-bearing ............... 162,273,000 ----------- Federal funds purchased and securities sold under agree- ments to repurchase .............................. 6,977,000 Trading liabilities ................................ 25,422,000 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): With a remaining maturity of one year or less ..................................... 11,454,000 With a remaining maturity of more than one year through three years ................ 1,569,000 With a remaining maturity of more than three years ................................. 2,156,000 Bank's liability on acceptances ex- ecuted and outstanding ........................... 1,500,000 Subordinated notes and debentures ....................................... 6,600,000 Other liabilities .................................. 14,406,000 ------------ TOTAL LIABILITIES .................................. $284,088,000 ============ EQUITY CAPITAL Perpetual preferred stock and related surplus .............................. 0 Common stock ....................................... $ 751,000 Surplus ............................................ 9,524,000 Undivided profits and capital re- serves ........................................... 10,651,000 Net unrealized holding gains (losses) on available-for-sale securities ................. 31,000 Accumulated net gains (losses) on cash flow hedges ............................... 0 Cumulative foreign currency translation adjustments .......................... (729,000) ------------ TOTAL EQUITY CAPITAL ............................... $ 20,228,000 ------------ TOTAL LIABILITIES, LIMITED- LIFE PREFERRED STOCK, AND EQUITY CAPITAL ................................... $304,316,000 ============ I, Roger W. Trupin, Controller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. ROGER W. TRUPIN CONTROLLER We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. PAUL J. COLLINS JOHN S. REED WILLIAM R. RHODES DIRECTORS -----END PRIVACY-ENHANCED MESSAGE-----