-----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, WBQNhhVKfdmPKbPqfPyJnbesx/uAoUuqoFwyadcKe/XN+m1pQkgic3A4S0QVEcTW xjQSpfZSFl96vgVOrQ/TIg== 0001053169-06-000004.txt : 20060404 0001053169-06-000004.hdr.sgml : 20060404 20060404175538 ACCESSION NUMBER: 0001053169-06-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060331 FILED AS OF DATE: 20060404 DATE AS OF CHANGE: 20060404 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136249000 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: STE 2100 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCDONALD JAMES F CENTRAL INDEX KEY: 0001053169 STATE OF INCORPORATION: GA FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09971 FILM NUMBER: 06739659 BUSINESS ADDRESS: STREET 1: SCIENTIFIC ATLANTA INC STREET 2: 5030 SUGARLOAF PARKWAY CITY: LAWRENCEVILLE STATE: GA ZIP: 30044 BUSINESS PHONE: 7702364624 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-03-31 1 0000833320 BURLINGTON RESOURCES INC BR 0001053169 MCDONALD JAMES F SCIENTIFIC-ATLANTA, INC. 5030 SUGARLOAF PARKWAY LAWRENCEVILLE GA 30044 1 0 0 0 Common Stock 2006-03-31 4 D 0 12056 D 0 D Phantom Stock 2006-03-31 4 D 0 16796 D Common Stock 16796 0 D Stock Option (right to buy) 23.9063 2006-03-31 4 D 0 2000 0 D 1998-03-26 2008-03-26 Common Stock 2000 0 D Stock Option (right to buy) 19.4063 2006-03-31 4 D 0 2000 0 D 1999-04-07 2009-03-31 Common Stock 2000 0 D Stock Option (right to buy) 19.0469 2006-03-31 4 D 0 4000 0 D 2000-04-19 2009-03-31 Common Stock 4000 0 D Stock Option (right to buy) 24.065 2006-03-31 4 D 0 4000 0 D 2001-04-18 2009-03-31 Common Stock 4000 0 D Stock Option (right to buy) 20.8325 2006-03-31 4 D 0 4000 0 D 2002-04-17 2009-03-31 Common Stock 4000 0 D Stock Option (right to buy) 24.0225 2006-03-31 4 D 0 4000 0 D 2003-04-23 2009-03-31 Common Stock 4000 0 D Stock Option (right to buy) 32.9825 2006-03-31 4 D 0 4000 0 D 2004-04-21 2009-03-31 Common Stock 4000 0 D Stock Option (right to buy) 49.545 2006-03-31 4 D 0 4000 0 D 2005-04-27 2009-03-31 Common Stock 4000 0 D The shares of common stock listed in Table I were cancelled at the effective time of the merger (the "Effective Time") contemplated by the Agreement and Plan of Merger, dated December 12, 2005, to which the Issuer and ConocoPhillips are parties (the "Merger Agreement"), and, in consideration of such cancellation, the Reporting Person became entitled to receive, for each such share of Issuer common stock, 0.7214 shares of ConocoPhillips common stock and $46.50. 1 for 1. Pursuant to the Merger Agreement, at the Effective Time, these phantom stock units ceased to be measured by the value of Issuer common stock and were converted into 24,229 phantom stock units measured by the value of ConocoPhillips common stock. These phantom stock units were acquired under the Company's deferred compensation plan, are fully vested, and are to be settled in cash upon retirement or other termination of employment. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (March 26, 1998), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 2,885 shares of ConocoPhillips common stock with an exercise price of $16.5723 per share. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 7, 1999), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 2,885 shares of ConocoPhillips common stock with an exercise price of $13.4528 per share. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 19, 2000), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $13.2036 per share. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 18, 2001), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $16.6823 per share. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 17, 2002), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $14.4415 per share. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 23, 2003), ceased to represent a right to acquire shares of common stock of the issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $16.6528 per share. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 21, 2004), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $22.8640 per share. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 27, 2005), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $34.3454 per share. Jeffery P. Monte Attorney-in-fact 2006-04-04 -----END PRIVACY-ENHANCED MESSAGE-----