4 Apr 2006listing compliance notice▼ BadMajor
BURLINGTON RESOURCES INC's securities were notified for removal from listing and registration on its exchange.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
31 Mar 2006listing compliance notice▼ BadMajor
BURLINGTON RESOURCES INC deregistered its securities, ending its obligation to file reports with the SEC.
30 Mar 2006business combination● NeutralMajor
Burlington's press release, filed with this 8-K, says stockholders approved the ConocoPhillips merger at the March 30, 2006 special meeting, resolving the vote that was pending. The filing does not state the vote count or the closing date, so completion is still outstanding. The board also set how employee pay plans will carry over: options convert into ConocoPhillips options, and CEO Bobby Shackouls will leave his Burlington job at or just before closing to serve as an independent ConocoPhillips director, with payments and vesting treated as if a change in control had occurred. The rights plan was amended so the merger does not trigger it, and the rights expire at the merger's effective time at the latest.
27 Feb 2006business combination▲ GoodMajor
Burlington sent stockholders the definitive proxy statement for the ConocoPhillips merger, with a special meeting on March 30, 2006 and a record date of February 24, 2006. The board unanimously recommends a vote in favour; the terms are 0.7214 ConocoPhillips share plus $46.50 cash per share, worth about $91.75 per share at the February 24 close, and former Burlington holders would own roughly 16% of ConocoPhillips. Approval needs a majority of outstanding shares, and dissenting holders may seek appraisal rights under Delaware law. The vote and completion are still pending.
31 Jan 2006material agreement● Neutral
Following the ConocoPhillips merger agreement, the board amended the 2002 and 1997 stock plans so options and restricted stock granted after December 12, 2005 will not vest in full on the merger, only on certain qualifying terminations. The committee also vested 100% of eligible 2005 performance share units, approved 2005 bonus payouts and set 2006 bonus measures; individual amounts are in an exhibit not shown.
14 Dec 2005business combination▲ GoodMajor
Burlington agreed to be acquired by ConocoPhillips: each Burlington share will convert into 0.7214 of a ConocoPhillips share plus $46.50 in cash. The deal needs Burlington shareholder approval and regulatory clearance, and Burlington would owe ConocoPhillips a $1.0 billion termination fee in certain circumstances. If completed, this would end shareholders' holding of Burlington stock in exchange for that consideration.
22 Aug 2005material agreement▲ Good
Burlington amended its $1.5 billion July 2004 credit agreement, with its Canadian subsidiaries as co-borrowers, extending maturity from July 29, 2009 to August 17, 2010. The amendment also cuts the utilization fee from 12.5 to 10.0 basis points and lowers the pricing grid, so borrowing terms are cheaper and longer.
31 Jan 2005material agreement● Neutral
The compensation committee fully vested the remaining units of the 2001 performance share unit plan for the period ending December 31, 2004 (50% had already vested in the prior three years), and changed one measure in the 2005 bonus plan. The board approved salary increases for named executives effective January 1, 2005 and a new 2005 Performance Share Unit Plan with a four-year performance period; the specific amounts are in an exhibit not reproduced here.
28 Dec 2004material agreement● Neutral
A board subcommittee amended seven executive and director compensation plans so that their provisions apply only to amounts deferred and credited on or before December 31, 2004, plus interest credited afterwards. The filing gives no reason and no dollar amounts.
4 Dec 2001asset acquisition disposition● NeutralMajor
Burlington announced that Canadian Hunter Exploration's shareholders accepted its CDN $53.00 per share cash tender offer, and that all necessary regulatory approvals were received. It expects to pay about U.S. $2.1 billion (CDN $3.3 billion) in cash, funded by a recent private placement of debt securities, commercial paper and cash on hand, and intends to buy the remaining shares by compulsory acquisition at the same price.