<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 1994
REGISTRATION NO. 33-
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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)
<TABLE>
<S> <C>
DELAWARE 91-1413284
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
5051 WESTHEIMER, SUITE 1400, HOUSTON, TEXAS 77056
(713) 624-9500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
GERALD J. SCHISSLER
SENIOR VICE PRESIDENT, LAW
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)
------------------------
COPY TO:
DAVID J. GRAHAM
ANDREWS & KURTH L.L.P.
4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002
(713) 220-4200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
------------------------
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, as amended, check the following box. /X/
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED DEBT SECURITY(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Debt Securities...... $300,000,000 100% $300,000,000 $103,449
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(a).
------------------------
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT"), THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT ALSO RELATES
TO $200,000,000 OF DEBT SECURITIES PREVIOUSLY REGISTERED UNDER THE REGISTRATION
STATEMENT ON FORM S-3, REGISTRATION NO. 33-50077.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE 1933 ACT, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
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<PAGE> 2
***************************************************************************
* *
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may not *
* be sold nor may offers to buy be accepted prior to the time the *
* registration statement becomes effective. This prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there be any sale of these securities in any State in which *
* such offer, solicitation or sale would be unlawful prior to *
* registration or qualification under the securities laws of any such *
* State. *
* *
***************************************************************************
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED JULY 7, 1994
BURLINGTON RESOURCES INC.
DEBT SECURITIES
------------------------
Burlington Resources Inc. (the "Company") may offer from time to time its
unsecured debt securities consisting of notes, debentures or other evidences of
indebtedness (the "Debt Securities") up to an aggregate principal amount of
$500,000,000 or, if applicable, the equivalent thereof in any other currency or
currency unit. The Debt Securities may be offered as separate series in amounts,
at prices and on terms to be determined in light of market conditions at the
time of sale and set forth in a Prospectus Supplement or Prospectus Supplements.
The terms of each series of Debt Securities, including, where applicable,
the specific designation, aggregate principal amount, authorized denominations,
maturities, rate or rates and time or times of payment of any interest, any
terms for optional or mandatory redemption or payment of additional amounts or
any sinking fund provisions, any initial public offering price, the proceeds to
the Company and any other specific terms in connection with the offering and
sale of such series will be set forth in a Prospectus Supplement or Prospectus
Supplements. As used herein, the Debt Securities shall include securities
denominated in U.S. dollars or, at the option of the Company as so specified in
an applicable Prospectus Supplement, in any other currency or currency units or
in amounts determined by reference to an index.
The Debt Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. See "Plan
of Distribution." If any agents of the Company or any underwriters are involved
in the sale of any Debt Securities in respect of which this Prospectus is being
delivered, the names of such agents or underwriters and any applicable
commissions or discounts will be set forth in a Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
, 1994
<PAGE> 3
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IN
CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT, AND, IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER,
DEALER OR AGENT. THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY DEBT SECURITIES
BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE THEREOF.
------------------------
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and, in accordance therewith,
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Such reports and other information may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549; 7 World Trade
Center, Suite 1300, New York, New York 10048; and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may
also be obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Judiciary Plaza, Washington D.C. 20549. In
addition, reports and other information concerning the Company can be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
The Company has filed with the Commission a Registration Statement
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "1933 Act"), with
respect to the Debt Securities. This Prospectus does not contain all the
information set forth in the Registration Statement and reference is hereby made
to the Registration Statement for further information with respect to the
Company and the Debt Securities.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission pursuant
to the 1934 Act, are hereby incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the year ended December 31, 1993;
and
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1994.
All documents filed by the Company pursuant to Section 13(a), 14 or 15(d)
of the 1934 Act subsequent to the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus, and to be a part hereof from the date of filing of such
documents. Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus. The Company will provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any document incorporated by
reference in this Prospectus (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference to such documents). Requests
for such copies should be directed to Wendi L. Shackelford, Corporate Secretary,
Burlington Resources Inc., 5051 Westheimer, Suite 1400, Houston, Texas 77056
(telephone (713) 624-9500).
2
<PAGE> 4
THE COMPANY
The Company is a holding company engaged, through its principal subsidiary,
Meridian Oil Holding Inc., and its subsidiaries (collectively, "Meridian"), in
the exploration, development and production of oil and gas, and related
marketing activities, which include aggregation and resale of third party oil
and gas. Meridian also owns and operates natural gas gathering systems and
intrastate natural gas pipelines and has an interest in a crude oil pipeline.
Meridian is the largest independent (nonintegrated) oil and gas company in the
United States in terms of total domestic proved equivalent reserves which were
estimated at 6.2 trillion cubic feet of gas equivalent at December 31, 1993.
The Company's principal executive offices are located at 5051 Westheimer,
Suite 1400, Houston, Texas 77056 (telephone (713) 624-9500).
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Offered
Debt Securities (as defined below) will be used as set forth in a Prospectus
Supplement relating to such Offered Debt Securities.
RATIO OF EARNINGS TO FIXED CHARGES
The Company's ratio of earnings to fixed charges was 4.79x, 3.49x, 1.95x,
2.97x and 3.27x for the years ended December 31, 1993, 1992, 1991, 1990 and
1989, 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
representative of an interest factor.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions
of the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement
(the "Offered Debt Securities") and the extent, if any, to which such general
provisions do not apply to the Offered Debt Securities will be described in the
Prospectus Supplement relating to such Offered Debt Securities.
The Offered Debt Securities will be issued under an Indenture dated as of
April 1, 1992 (the "Indenture") between the Company and Citibank, N.A., as
Trustee (the "Trustee"). The following statements are subject to the detailed
provisions of the Indenture, which is on file as an exhibit to the Registration
Statement. References appearing below are to the Indenture and wherever
particular provisions are referred to, such provisions are incorporated by
reference as a part of the statements made, and such statements are qualified in
their entirety by such reference. Whenever a capitalized term is referred to and
not herein defined, the definition thereof is contained in the Indenture.
GENERAL
The Debt Securities will be unsecured obligations of the Company. The
Indenture does not limit the amount of Debt Securities that may be issued
thereunder. The Debt Securities offered by this Prospectus are limited to
$500,000,000 aggregate principal amount. The Debt Securities may be issued from
time to time in one or more series.
A Prospectus Supplement relating to a particular series of Offered Debt
Securities will describe the following terms of such Debt Securities: (a) the
title of the Offered Debt Securities; (b) any limit upon the aggregate principal
amount of the Offered Debt Securities; (c) the date or dates on which the
principal of the Offered Debt Securities is payable; (d) the rate or rates at
which the Offered Debt Securities will bear interest, if any, or the method for
calculating such rate, and the date or dates from which such interest will
3
<PAGE> 5
accrue; (e) the dates on which such interest will be payable and the record
dates for the interest payment dates; (f) the place or places where the
principal of and interest, if any, on the Offered Debt Securities will be
payable; (g) the period or periods, if any, within which, the price or prices at
which, and the terms and conditions upon which, the Offered Debt Securities may
be redeemed at the option of the Company or otherwise; (h) any mandatory or
optional sinking fund or analogous provisions; (i) if other than denominations
of $1,000 and integral multiples thereof, the denominations in which the Offered
Debt Securities shall be issuable; (j) if other than the principal amount
thereof, the portion of the principal amount of such Offered Debt Securities
which shall be payable upon declaration of the acceleration of the maturity
thereof; (k) if other than U.S. dollars, the currency or currency units in which
the Offered Debt Securities are denominated and/or in which payment of the
principal of (and premium, if any) and/or interest on the Offered Debt
Securities will or may be payable; (l) any deletions, modifications or additions
to the Events of Default or covenants of the Company pertaining to the Offered
Debt Securities; and (m) any other terms not inconsistent with the Indenture,
including, without limitation, the addition of covenants applicable with respect
to the Offered Debt Securities. (Section 3.01)
Unless otherwise indicated in the Prospectus Supplement, the Offered Debt
Securities will be issued only in fully registered form without coupons in
denominations of $1,000 or any integral multiple thereof. No service charge will
be made for any registration of transfer or exchange of Offered Debt Securities,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
CERTAIN RESTRICTIONS
Limitation on Liens. The Company will not, nor will it permit any
Subsidiary to, create, assume, incur or suffer to exist any Mortgage upon any
stock or Debt, whether owned on the date of the Indenture or thereafter
acquired, of any Subsidiary (other than a Subsidiary, the stock or Debt of which
at the date of the Indenture is subject to a Mortgage or is required to be
subject to a Mortgage, but without increase in the principal amount which is
secured thereby and limited to the stock or Debt then subject to such Mortgage),
to secure any Debt of the Company or any other person (other than the Debt
Securities), without in any such case making effective provision whereby the
Debt Securities then outstanding shall be directly secured equally and ratably
with such Debt. There will be excluded from this restriction any Mortgage upon
stock or Debt of a corporation existing at the time such corporation becomes a
Subsidiary or at the time stock or Debt of a Subsidiary is acquired and any
extension, renewal or replacement of any such Mortgage (without increase in the
principal amount which is secured thereby and limited to the stock or Debt then
subject to such Mortgage). The Indenture defines "Mortgage" as any mortgage,
pledge, lien, charge, security interest, conditional sale or other title
retention agreement or other similar encumbrance, and "Debt" as indebtedness for
money borrowed.
The Company will not, nor will it permit any Restricted Subsidiary (as
defined below) to, create, assume, incur or suffer to exist any Mortgage upon
any Principal Property, whether owned or leased on the date of the Indenture or
thereafter acquired, to secure any Debt of the Company or any other person
(other than the Debt Securities), without in any such case making effective
provision whereby all of the Debt Securities then outstanding shall be directly
secured equally and ratably with such Debt. The Indenture defines "Principal
Property" as (i) any property owned or leased by the Company or any Subsidiary,
or any interest of the Company or any Subsidiary or property, located within the
United States or Canada (including offshore property leased from any
governmental body) which is considered by the Company to be capable of producing
oil or gas in commercial quantities and (ii) any refinery, processing or
manufacturing plant owned or leased by the Company or any Subsidiary and located
within the United States or Canada except (A) facilities related thereto
employed in transportation, distribution or marketing or (B) any such plant
which, in the opinion of the Board of Directors, is not a principal plant in
relation to the activities of the Company and its Restricted Subsidiaries as a
whole. "Restricted Subsidiary" is defined as any Subsidiary which owns or leases
(as lessor or lessee) a Principal Property, but such term will not include any
Subsidiary the principal business of which 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. There will be excluded from this
restriction (i) any Mortgage upon property owned or leased by any
4
<PAGE> 6
corporation existing at the time such corporation becomes a Restricted
Subsidiary, (ii) any Mortgage upon property existing at the time of acquisition
of such property, (iii) any Mortgage to secure payment of any part of the
purchase price of property or any Debt incurred prior to, at the time of or
within 180 days after the acquisition of such property to finance the purchase
thereof, other than a purchase by a Subsidiary from a Restricted Subsidiary or
from the Company, (iv) any Mortgage upon property to secure any part of the cost
of exploration, drilling, development, construction, alteration, repair or
improvement of such property, or Debt incurred prior thereto, at the time
thereof or within 180 days thereafter to finance such cost, provided that such
cost is incurred to obtain, or materially increase the production and revenues
from, such property, (v) any Mortgage securing Debt of a Restricted Subsidiary
owing to the Company or to another Restricted Subsidiary, (vi) any Mortgage
existing on the date of the Indenture, and (vii) any extension, renewal or
replacement in whole or in part of any such Mortgage (without increase in
principal amount secured or the amount of property subject to such Mortgage).
Notwithstanding the foregoing, the Company may, and may permit any Restricted
Subsidiary to, create, assume, incur or suffer to exist any Mortgage upon any
Principal Property that is not excepted by clauses (i) through (vii) above
without equally and ratably securing the Debt Securities, provided that the
aggregate amount of all Debt then outstanding secured by such Mortgage and all
similar Mortgages, together with all net sale proceeds from Sale-Leaseback
Transactions (as defined below) which are not permitted pursuant to clauses (i)
and (ii) of the following paragraph, does not exceed 5% of the total
consolidated stockholders' equity of the Company as shown on the audited
consolidated balance sheet contained in the Company's latest Annual Report on
Form 10-K. For the purpose of this restriction, the following types of
transactions shall not be deemed to create a Mortgage to secure any Debt: (i)
the sale or other transfer of (A) any oil or gas or minerals in place for a
period of time until, or in an amount such that, the purchaser will realize
therefrom a specified amount of money (however determined) or a specified amount
of such oil or gas or minerals or (B) any other interest commonly referred to as
a "production payment" and (ii) any Mortgage in favor of the United States or
any state, or any other country, or any political subdivision thereof to secure
partial, progress, advance or other payments pursuant to any contract or
statute, or any Mortgage securing industrial development, pollution control or
similar revenue bonds. (Section 10.04)
Restriction on Sale-Leasebacks. The Company will not, nor will it permit
any Restricted Subsidiary to, sell or transfer any Principal Property with the
Company or any Restricted Subsidiary taking back a lease of such Principal
Property (a "Sale-Leaseback Transaction"), unless (i) such Sale-Leaseback
Transaction occurs within 180 days from the date of acquisition of such
Principal Property or the date of the completion of construction or commencement
of full operations on such Principal Property, whichever is later or (ii) the
Company, within 120 days after such Sale-Leaseback Transaction, applies or
causes to be applied to the retirement of Funded Debt of the Company or any
Restricted Subsidiary (other than Funded Debt of the Company which by its terms
or the terms of the instrument pursuant to which it was issued is subordinate in
right of payment to the Debt Securities) an amount not less than the net
proceeds of the sale of such Principal Property. "Funded Debt" means all Debt
maturing one year or more from the date of the creation thereof, all Debt
directly or indirectly renewable or extendible, at the option of the debtor, by
its terms or by the terms of any instrument or agreement relating thereto, to a
date one year or more from the date of the creation thereof, and 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. Notwithstanding the foregoing,
the Company may, and may permit any Subsidiary to, effect any Sale-Leaseback
Transaction involving any Principal Property, provided that (a) the net sale
proceeds from such Sale-Leaseback Transaction, together with all Debt secured by
Mortgages not excepted by clauses (i) through (vii) of the preceding paragraph,
do not exceed 5% of the total consolidated stockholders' equity of the Company
as shown on the audited consolidated balance sheet contained in the Company's
latest Annual Report on Form 10-K or (b) the Sale-Leaseback Transaction involves
a lease for a period, including renewals, of not more than 36 months. (Section
10.04)
Compliance by the Company with the foregoing restrictions may be waived,
either before or after the time for such compliance, by the holders of a
majority in principal amount of the outstanding Debt Securities of each series.
5
<PAGE> 7
EVENTS OF DEFAULT
An Event of Default will occur under the Indenture with respect to Debt
Securities of a particular series if (a) the Company shall fail to pay when due
all or any part of the principal of such series of the Debt Securities (whether
at maturity or upon acceleration or otherwise), (b) the Company shall fail to
pay when due any installment of interest on such series of Debt Securities and
such default shall continue for 30 days, (c) the Company shall fail to make,
when due by the terms of the Debt Securities of such series, the deposit of any
sinking fund payment, (d) the Company shall fail to perform or observe any other
term, covenant or agreement contained in the Indenture or the Debt Securities
with respect to such series of Debt Securities for a period of 60 days after
written notice thereof, as provided in the Indenture, (e) a default shall occur
which involves the failure to pay principal of, or interest on, Debt of the
Company or any Subsidiary (including any other series of Debt Securities) in
excess of $25 million at the stated maturity thereof, or which results in the
acceleration of Debt of the Company or any Subsidiary in excess of $25 million,
and such acceleration shall not be rescinded, stayed or annulled or such Debt
shall not have been discharged within 15 days after a written notice thereof, as
provided in the Indenture, or (f) certain events of bankruptcy, insolvency or
reorganization shall have occurred. (Section 5.01)
The Indenture provides that (1) if an Event of Default due to the default
in payment of principal of, or interest on, a series of Debt Securities or due
to a failure to perform or observe any other term, covenant or agreement
contained in the Indenture with respect to a series of Debt Securities (but not
with respect to all series of Debt Securities) shall have occurred and be
continuing, either the Trustee or the holders of 25% in principal amount of Debt
Securities of such series then outstanding may declare the principal of all Debt
Securities of such series and interest accrued thereon to be due and payable
immediately or (2) if an Event of Default due to a failure to perform or observe
any other term, covenant or agreement in the Indenture with respect to all
series of Debt Securities then outstanding, any default described in clause (e)
in the preceding paragraph and certain events of bankruptcy, insolvency and
reorganization of the Company shall have occurred and be continuing, either the
Trustee or the holders of 25% in principal amount of all Debt Securities then
outstanding which have not previously become due and payable (treated as one
class) may declare the principal of all Debt Securities and interest accrued
thereon to be due and payable immediately. Upon certain conditions such
declarations may be annulled by the holders of a majority in principal amount of
Debt Securities of each series affected (voting as a separate class) and past
defaults may be waived (except a continuing default in payment of principal of
or interest on any series of Debt Securities) by the holders of a majority in
principal amount of Debt Securities of each series affected (voting as a
separate class). (Sections 5.02 and 5.13)
The holders of a majority in principal amount of the outstanding Debt
Securities of any series affected (each series voting as a separate class) may
direct with respect to such series 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, provided that such direction shall not be in
conflict with any rule of law or the Indenture. (Section 5.12) Before proceeding
to exercise any right or power under the Indenture with respect to such series
at the direction of such holders, the Trustee shall be entitled to receive from
such holders reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with any such direction.
(Section 6.03)
The Company will be required to furnish to the Trustee annually a statement
of certain officers of the Company to the effect that to the best of their
knowledge the Company is not in default in the performance of the terms of the
Indenture or, if they have knowledge that the Company is in default, specifying
such default. (Section 7.04) The Indenture requires the Trustee to give to all
holders of outstanding Debt Securities notice of any default by the Company,
unless such default shall have been cured or waived; however, except in the case
of a default in the payment of principal or of interest on any outstanding Debt
Securities, the Trustee is entitled to withhold such notice in the event that
the board of directors, the executive committee or a trust committee of
directors or certain officers of the Trustee in good faith determine that
withholding such notice is in the interest of the holders of the outstanding
Debt Securities. (Section 6.02)
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<PAGE> 8
DEFEASANCE AND DISCHARGE
Under arrangements reasonably satisfactory to the Trustee, the Company may
discharge certain obligations to holders of Debt Securities of any series which
have not already been delivered to the Trustee for cancellation and which have
either become due and payable or are by their terms due and payable within one
year or are to be called for redemption within one year by irrevocably
depositing with the Trustee funds in an amount sufficient to pay at maturity the
principal of and interest on such series of Debt Securities. (Section 4.01)
The Indenture also provides that the Company will be discharged from
obligations in respect of any series of Debt Securities under the Indenture
(including its obligation to comply with the provisions referred to under
"Certain Restrictions," if applicable, but excluding certain other obligations,
such as the obligation to pay principal of and interest on the Debt Securities
of such series then outstanding, obligations of the Company in the event of
acceleration following default under clause (e) referred to above under "Events
of Default" and obligations to register the transfer or exchange of such
outstanding Debt Securities of such series and to replace stolen, lost or
mutilated certificates), upon the irrevocable deposit, in trust, of cash or U.S.
Government Obligations which through the payment of interest and principal
thereof in accordance with their terms will provide cash in an amount sufficient
to pay any installment of principal of and interest on such outstanding Debt
Securities of such series on the stated maturity of such payments in accordance
with the terms of the Indenture and such outstanding Debt Securities of such
series, provided that the Company has received an opinion of counsel or a
favorable ruling of the IRS to the effect that such a discharge will not be
deemed, or result in, a taxable event with respect to holders of the outstanding
Debt Securities of such series and that certain other conditions are met.
(Section 4.01)
CHANGES IN CONTROL AND HIGHLY LEVERAGED TRANSACTIONS
The Indenture does not contain provisions requiring redemption of the Debt
Securities by the Company, or adjustment to any terms of the Debt Securities,
upon any change in control of the Company.
Other than restrictions on Mortgages and Sale-Leaseback Transactions
described under "Certain Restrictions" above, the Indenture does not contain any
covenants or other provisions designed to afford holders of the Debt Securities
protection in the event of a highly leveraged transaction involving the Company.
MODIFICATION OF THE INDENTURE
The Indenture provides that the Company and the Trustee may enter into
supplemental indentures without the consent of the holders of Debt Securities
to: (a) secure any of the Debt Securities, (b) evidence the assumption by a
successor corporation of the obligations of the Company, (c) add covenants and
Events of Default for the protection of the holders of all or any particular
series of Debt Securities, (d) change or eliminate any of the provisions of the
Indenture, 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, (e) establish the forms or terms of Debt Securities
of any series, (f) cure any ambiguity or correct any inconsistency in the
Indenture, or (g) evidence the acceptance of appointment by a successor trustee.
(Sections 3.01 and 9.01)
The Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
principal amount of all series of Debt Securities then outstanding (each such
series voting as a separate class) affected thereby, to add any provisions to,
or change in any manner or eliminate any of the provisions of, the Indenture, or
modify in any manner the rights of the holders of such Debt Securities, provided
that the Company and the Trustee may not, without the consent of the holder of
each outstanding Debt Security affected thereby, (a) change the stated maturity
of the principal of or any installment of interest on any Debt Security, reduce
the principal amount thereof, reduce the rate of interest thereon, change the
place of payment where, or the coin or currency in which, interest is payable,
or impair the right to institute suit for the enforcement of any such payment
when due or (b) reduce the aforesaid percentage in principal amount of Debt
Securities, the consent of the holders of which is required for any such
modification. (Section 9.02)
7
<PAGE> 9
CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
The Company may, without the consent of the Trustee or the holders of Debt
Securities, consolidate or merge with, or convey, transfer or lease its
properties and assets substantially as an entirety to, any other corporation,
provided that such successor corporation is a corporation organized under the
laws of the United States or any state thereof and expressly assumes all
obligations of the Company under the Debt Securities, and that immediately after
giving effect to such transaction no Event of Default, or event which, after
notice or lapse of time, or both, would become an Event of Default, shall have
occurred and be continuing and that certain other conditions are met, and,
thereafter, except in the case of a lease, the Company shall be relieved of all
obligations thereunder. (Article Eight)
APPLICABLE LAW
The Debt Securities and the Indenture will be governed by and construed in
accordance with the law of the State of New York. (Section 1.13)
CONCERNING THE TRUSTEE
Citibank, N.A. will be the Trustee under the Indenture. Citibank, N.A.
serves as trustee under various indentures relating to obligations of the
Company. The Company has customary banking relationships with Citibank, N.A.,
including participation as agent bank in the Company's Revolving Credit
Agreement.
PLAN OF DISTRIBUTION
The Company may sell Offered Debt Securities (i) through agents, (ii)
through underwriters, (iii) through dealers, or (iv) directly to purchasers
(through a specific bidding or auction process or otherwise). The Offered Debt
Securities may include previously issued Debt Securities which have been
acquired and are being remarketed on behalf of the Company.
Debt Securities may be offered and sold through agents designated by the
Company from time to time. Any such agent involved in the offer or sale of the
Offered Debt Securities will be named, and any commissions payable by the
Company to such agent will be set forth, in the 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. Any such agent may be
deemed to be an underwriter, as that term is defined in the 1933 Act, of the
Debt Securities so offered and sold. Agents may be entitled under agreements
which may be entered into with the Company to indemnification by the Company
against certain liabilities, including liabilities under the 1933 Act, and may
be customers of, engage in transactions with or perform services for, the
Company in the ordinary course of business.
If an underwriter or underwriters are utilized in the sale of Offered Debt
Securities, the Company will execute an underwriting agreement with such
underwriter or underwriters at the time an agreement for such sale is reached,
and the names of the specific managing underwriter or underwriters, as well as
any other underwriters, and the terms of the transaction, including compensation
of the underwriters and dealers, if any, will be set forth in the Prospectus
Supplement, which will be used by the underwriters to make resales of Offered
Debt Securities. The underwriters may be entitled, under the relevant
underwriting agreement, to indemnification by the Company against certain
liabilities, including liabilities under the 1933 Act.
If a dealer is utilized in the sale of Offered Debt Securities, the Company
will sell such Debt Securities to the dealer, as principal. The dealer may then
resell such Debt Securities to the public at varying prices to be determined by
such dealer at the time of resale. Dealers may be entitled, under agreements
which may be entered into with the Company, to indemnification by the Company
against certain liabilities, including liabilities under the 1933 Act.
Offers to purchase Debt Securities may be solicited directly by the Company
and sales thereof may be made by the Company directly to institutional investors
or others. The terms of any such sales, including the
8
<PAGE> 10
terms of any bidding or auction process if utilized, will be described in the
Prospectus Supplement relating thereto.
The place and time of delivery of Offered Debt Securities are set forth in
the accompanying Prospectus Supplement.
LEGAL MATTERS
The validity of the Debt Securities will be passed upon for the Company by
Andrews & Kurth L.L.P., Houston, Texas.
EXPERTS
The consolidated financial statements and financial statement schedules of
the Company as of December 31, 1993 and 1992, and for the years ended December
31, 1993, 1992 and 1991, included in the Company's 1993 Annual Report on Form
10-K have been incorporated herein in reliance on the reports of Coopers &
Lybrand, independent accountants, given on the authority of that firm as experts
in accounting and auditing.
9
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than selling
or underwriting discounts and commissions, payable by Burlington Resources Inc.
(the "Registrant") in connection with the issuance and distribution of the
securities being registered. All amounts shown are estimated except the
Securities and Exchange Commission registration fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............... $103,449
Blue Sky fees and expenses........................................ 15,000
Printing and engraving expenses................................... 30,000
Legal fees and expenses........................................... 50,000
Rating agencies' fees............................................. 75,000
Accounting fees and expenses...................................... 25,000
Trustee's fees and expenses....................................... 15,000
Miscellaneous..................................................... 1,551
--------
Total................................................... $315,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law 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 or
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 proceedings, 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) actually and reasonably 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 X of the Registrant'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, the Registrant's By-Laws provide a
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 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 the Registrant or that, being or
having been such a director or officer or an employee of the Registrant, such
person is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, including an employee benefit plan. The Registrant's
By-Laws also provide that the Registrant may, by action of its Board of
Directors, provide indemnification to its employees or agents with the same
scope and effect as the foregoing indemnification of directors and officers.
Section 102(b)(7) of the Delaware General Corporation Law 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)
payments of unlawful
II-1
<PAGE> 12
dividends or unlawful repurchases or redemptions, or (iv) any transaction from
which the director derived an improper personal benefit.
Article 13 of the Registrant's Certificate of Incorporation provides that
to the full extent that the Delaware General Corporation Law permits the
limitation or elimination of the liability of directors, a director of the
Registrant shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any amendment or
repeal of such Article 13 will not adversely affect any right or protection of a
director of the Registrant for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal. The affirmative vote of
2/3 of the voting stock of the Registrant is required to amend or repeal, or to
adopt any provision inconsistent with, such Article 13. The Delaware General
Corporation Law and the Registrant's Certificate of Incorporation may have no
effect on claims arising under the federal securities laws.
Officers and directors of the Registrant are covered by insurance (with
certain exceptions and within certain limitations) which indemnifies them
against losses and liabilities arising from certain alleged "wrongful acts,"
including alleged errors or misstatements, or certain other alleged wrongful
acts or omissions constituting neglect or breach of duty.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ --------------------------------------------------------------------------
<S> <C>
4 Indenture dated as of April 1, 1992 between the Registrant and Citibank,
N.A.,
as Trustee (Exhibit 4.4 to Form 8 dated March 10, 1993; File No. 1-9971)*
5 Opinion of Andrews & Kurth L.L.P.
12 Calculation of Ratio of Earnings to Fixed Charges (Exhibit 12.1 to Form
10-K for the year ended December 31, 1993 and Exhibit 12.1 to Form 10-Q
for the quarter ended March 31, 1994; File No. 1-9971)*
23.1 Consent of Coopers & Lybrand (appears on page II-5)
23.2 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5)
24 Power of Attorney (appears on page II-4)
25 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Citibank, N.A., as Trustee
</TABLE>
- ---------------
* Incorporated by reference as indicated.
ITEM 17. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "1933 Act");
(b) 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;
(c) 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 this Registration Statement;
provided, however, that paragraphs A(1)(a) and A(1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
II-2
<PAGE> 13
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act"), that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
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 the 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 Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 15 above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 July 7, 1994.
BURLINGTON RESOURCES INC.
By: /s/ JOHN E. HAGALE
------------------------------------
John E. Hagale
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes John
E. Hagale and Gerald J. Schissler 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, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on July 7, 1994.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ------------------------------
<S> <C> <C>
/s/ THOMAS H. O'LEARY Chairman of the Board,
- --------------------------------------------- President and Chief Executive
Thomas H. O'Leary Officer
/s/ JOHN E. HAGALE Senior Vice President and
- --------------------------------------------- Chief Financial Officer
John E. Hagale
/s/ HAYS R. WARDEN Vice President and Controller
- --------------------------------------------- (Chief Accounting Officer)
Hays R. Warden
/s/ JOHN V. BYRNE Director
- ---------------------------------------------
John V. Byrne
/s/ S. PARKER GILBERT Director
- ---------------------------------------------
S. Parker Gilbert
/s/ JAMES F. MCDONALD Director
- ---------------------------------------------
James F. McDonald
/s/ DONALD M. ROBERTS Director
- ---------------------------------------------
Donald M. Roberts
/s/ WALTER SCOTT, JR. Director
- ---------------------------------------------
Walter Scott, Jr.
Director
- ---------------------------------------------
William E. Wall
</TABLE>
II-4
<PAGE> 15
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Burlington Resources Inc. on Form S-3 of our reports dated January 12, 1994
on our audits of the consolidated financial statements and financial statement
schedules of Burlington Resources Inc. as of December 31, 1993 and 1992, and for
each of the three years in the period ended December 31, 1993, which reports are
included in its Annual Report on Form 10-K for the year ended December 31, 1993
filed with the Securities and Exchange Commission. We also consent to the
reference to our firm under the caption "Experts."
COOPERS & LYBRAND
Houston, Texas
July 7, 1994
II-5
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. EXHIBIT PAGE
- ----------- --------------------------------------------------------------------- ------------
<S> <C> <C>
4 Indenture dated as of April 1, 1992 between the Registrant and
Citibank, N.A., as Trustee (Exhibit 4.4 to Form 8 dated March 10,
1993; File No. 1-9971)............................................. *
5 Opinion of Andrews & Kurth L.L.P.....................................
12 Calculation of Ratio of Earnings to Fixed Charges (Exhibit 12.1 to
Form 10-K for the year ended December 31, 1993 and Exhibit 12.1 to
Form 10-Q for the quarter ended March 31, 1994; File No. 1-9971)... *
23.1 Consent of Coopers & Lybrand (appears on page II-5)..................
23.2 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5)............
24 Power of Attorney (appears on page II-4).............................
25 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Citibank, N.A., as Trustee................
</TABLE>
- ---------------
* Incorporated by reference as indicated.
<PAGE> 1
EXHIBIT 5
{LETTERHEAD OF ANDREWS & KURTH}
July 7, 1994
Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, Texas 77056
Gentlemen:
We have acted as counsel to Burlington Resources Inc. (the
"Company") in connection with the Company's Registration Statement on Form S-3
(the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended (the "Act"), of the offer and sale of up to
$300,000,000 principal amount of the Company's Debt Securities (the "Notes").
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to them in the Registration Statement.
As the basis for the opinion hereinafter expressed, we have
examined such statutes, regulations, corporate records and documents,
certificates of corporate and public officials and other instruments as we have
deemed necessary or advisable for the purposes of this opinion. In such
examination, we have assumed the authenticity of all documents submitted to us
as originals and the conformity with the original documents of all documents
submitted to us as copies.
Based on the foregoing and on such legal considerations as we
deem relevant, we are of the opinion that the Notes have been duly and validly
authorized by all necessary corporate action by the Company, and assuming due
execution and delivery of the Indenture, the due execution and authentication
of the Notes as specified
<PAGE> 2
in the Indenture and delivery of the Notes against payment therefor, the Notes
will constitute valid and legally binding obligations of the Company, subject
to any applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws of general applicability relating to or affecting
creditors' rights and to general equitable principles.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Registration Statement.
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.
------------------------------
Andrews & Kurth L.L.P.
<PAGE> 1
EXHIBIT 25
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)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (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
incorporation or organization) identification no.)
5051 Westheimer
Houston, Texas 77056
(Address of Principal Executive Offices) (Zip Code)
___________________________________________________
Debt Securities
(Title of the indenture securities)
<PAGE> 2
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.
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Comptroller of the Currency, Washington, D.C.
Federal Reserve Bank of New York New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
</TABLE>
(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.
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.)
<PAGE> 3
Exhibit 7 - Copy of the latest Report of Condition of
Citibank, N.A (as of March 31, 1993 - 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 1st day of July, 1994.
CITIBANK, N.A.
By /s/Robert T. Kirchner
Robert T. Kirchner
Vice President
