-----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, FZuahSQOiLXrCqHgcs0YJV0r6IF2jyHGJAjdfyxFQGZFwmAGNyiXMuZhoxRXXu4R VUdqrDkN1VczFN/TwXMnBg== 0001177418-06-000025.txt : 20060404 0001177418-06-000025.hdr.sgml : 20060404 20060404194244 ACCESSION NUMBER: 0001177418-06-000025 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: LIMBACHER RANDY L CENTRAL INDEX KEY: 0001177418 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09971 FILM NUMBER: 06740049 BUSINESS ADDRESS: STREET 1: C/O BURLINGTON RESOURCES INC STREET 2: 5051 WESTHEIMER #1400 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136249500 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-03-31 1 0000833320 BURLINGTON RESOURCES INC BR 0001177418 LIMBACHER RANDY L BURLINGTON RESOURCES INC. 717 TEXAS AVENUE, SUITE 2100 HOUSTON TX 77002 1 1 0 0 E.V.P. and C.O.O. Common Stock 2006-03-31 4 D 0 73739 D 0 D Phantom Stock Units 2006-03-31 4 D 0 20424 D Common Stock 20424 0 D Performance Share Units 2006-03-31 4 D 0 52500 D Common Stock 52500 0 D Stock Option (right to buy) 44.215 2006-03-31 4 D 0 35000 0 D 2015-01-26 Common Stock 35000 0 D Stock Option (right to buy) 90.87 2006-03-31 4 D 0 30000 0 D 2016-01-25 Common Stock 30000 0 D 65,239 of 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. The remaining 8,500 of the shares of common stock listed in Table I were converted at the Effective Time into 12,261 shares of ConocoPhillips common stock. 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 29,463 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. 1 for 1. These units were granted under the Issuer's 2005 Performance Share Unit Plan. At the Effective Time, the Reporting Person became vested in, and entitled to a cash payment with respect to, 4,300 performance share units in accordance with the provisions of the plan and the Merger Agreement, and the remaining unvested performance stock units were forfeited at that time. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for vesting in two equal annual installments following the date of grant (January 26, 2005), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 50,489 shares of ConocoPhillips common stock with an exercise price of $30.6506 per share. With the respect to 2,200 of the 35,000 shares underlying this option, the expiration date is January 25, 2015. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for vesting in two equal annual installments following the date of grant (January 25, 2006), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted an option to purchase 43,276 shares of ConocoPhillips common stock with an exercise price of $62.9925 per share. With the respect to 1,100 of the 30,000 shares underlying this option, the expiration date is January 24, 2016. Jeffery P.Monte Attorney-in-fact 2006-04-04 -----END PRIVACY-ENHANCED MESSAGE-----