<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14A INFORMATION
PROXY STATEMENT
PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
CHECK THE APPROPRIATE BOX:
[ ] PRELIMINARY PROXY STATEMENT
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] DEFINITIVE PROXY STATEMENT
[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL PURSUANT TO SEC. 240.14A-11(C) OR SEC. 240.14A-12
------------------------
BURLINGTON RESOURCES INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
<TABLE>
<CAPTION>
CALCULATION OF FILING FEE
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PER UNIT PRICE
OR OTHER
UNDERLYING VALUE
AGGREGATE NUMBER OF
OF TRANSACTION
SECURITIES TO COMPUTED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF WHICH PURSUANT TO AGGREGATE VALUE
SECURITIES TO WHICH TRANSACTION EXCHANGE OF TOTAL FEE
TRANSACTION APPLIES: APPLIES: ACT RULE 0-11: TRANSACTION: PAID
- -------------------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
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</TABLE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
Amount previously paid: Filing party:
Form, schedule or
registration statement no.: Date filed:
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<PAGE> 2
[BURLINGTON RESOURCES LOGO]
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held March 21, 1996
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of Burlington Resources Inc. will be
held on Thursday, March 21, 1996, at 9:00 a.m. in the Consulate Room, Westin
Oaks Hotel, 5011 Westheimer, Houston, Texas, for the following purposes:
1. To elect eight directors, each to hold office for a term of one year.
2. To transact any other business which may be properly brought before the
meeting.
Only stockholders of record at the close of business on January 22, 1996
are entitled to notice of, and to vote at, the meeting and any adjournment
thereof.
By Order of the Board of Directors
WENDI S. ZERWAS
Corporate Secretary
February 15, 1996
<PAGE> 3
BURLINGTON RESOURCES INC.
5051 WESTHEIMER
HOUSTON, TEXAS 77056-2124
Mailing Date:
February 15, 1996
PROXY STATEMENT
The enclosed proxy is solicited by the management of Burlington Resources
Inc. (the "Company") for use at the Annual Meeting of Stockholders on March 21,
1996. Shares of Common Stock, par value $.01 per share ("Common Stock"), of the
Company represented by a properly executed proxy in the accompanying form will
be voted at the meeting. The proxy may be revoked at any time before its
exercise by sending written notice of revocation to Ms. Wendi S. Zerwas,
Corporate Secretary, Burlington Resources Inc., 5051 Westheimer, Suite 1400,
Houston, Texas 77056-2124, or by signing and delivering a proxy which is dated
later, or, if the stockholder attends the meeting in person, by giving notice of
revocation to the Inspectors of Election at the meeting.
January 22, 1996 was the record date for the determination of stockholders
entitled to notice of, and to vote at, the meeting. On that date there were
outstanding and entitled to vote 126,508,277 shares of Common Stock, which is
the Company's only class of voting securities. Each stockholder is entitled to
one vote for each share of Common Stock held of record. A plurality of the
shares of Common Stock present in person or represented by proxy at the meeting
is required for the election of Directors. An affirmative vote of a majority of
the shares of Common Stock present in person or represented by proxy and
entitled to vote at the meeting is required for approval of all other items
being submitted to the stockholders for their consideration. Abstentions are
counted in the number of shares present in person or represented by proxy and
entitled to vote for purposes of determining whether a proposal has been
approved, whereas broker nonvotes are not counted for those purposes.
INFORMATION ABOUT THE BOARD OF DIRECTORS
The Board of Directors of the Company held six meetings during 1995. There
are two standing committees of the Board of Directors: an Audit Committee and a
Compensation and Nominating Committee. The Audit Committee held two meetings
during 1995. This Committee recommends the employment of the Company's
independent auditors and reviews with management and the independent auditors
the Company's financial statements, basic accounting and financial policies and
practices, audit scope and competency of control personnel. The Compensation and
Nominating Committee met three times during 1995. This Committee reviews and
recommends to the Board of Directors the compensation and promotion of senior
officers, the size and composition of the Board of Directors and nominees for
Directors, and any proposed employee benefit plans. This Committee also grants
stock options and other forms of long-term incentive compensation. During 1995,
no Directors attended fewer than 75% of the meetings of the Board of Directors
and the committees thereof.
The Compensation and Nominating Committee will consider proposals for
nominees for Directors from stockholders which are made in writing to Ms. Wendi
S. Zerwas, Corporate Secretary, Burlington Resources Inc., 5051 Westheimer,
Suite 1400, Houston, Texas 77056-2124.
<PAGE> 4
STOCK OWNERSHIP OF MANAGEMENT
AND CERTAIN OTHER HOLDERS
The following table sets forth information about the only known beneficial
owners of more than 5% of the Company's Common Stock. This information is based
solely on Schedules 13G filed by such beneficial owners with the Securities and
Exchange Commission.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF PERCENT
BENEFICIAL OWNER SHARES OF CLASS
------------------------------------------------------ ---------- --------
<S> <C> <C>
Wellington Management Company......................... 15,871,744(1) 12.55%
75 State Street
Boston, Massachusetts 02109
Vanguard/Windsor Fund................................. 12,455,000(2) 9.85%
P.O. Box 2600
Valley Forge, Pennsylvania 19482
FMR Corp., Edward C. Johnson 3d and Abigail P.
Johnson............................................. 11,428,304(3) 9.03%
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
- ---------------
NOTES
(1) Wellington Management Company ("WMC"), in its capacity as investment
adviser, may be deemed to have beneficial ownership of these shares, which
are owned by numerous investment advisory clients, only one of which,
Vanguard/Windsor Fund, is known to have more than 5% of the class. WMC
reports that it had sole voting power as to no shares, shared voting power
as to 2,353,500 shares and shared dispositive power as to 15,871,744
shares.
(2) Vanguard/Windsor Fund reports that it had sole voting power and shared
dispositive power with respect to the reported shares. These shares are
also included in the shares beneficially owned by Wellington Management
Company, an investment adviser for Vanguard/Windsor Fund, as explained in
note 1.
(3) In its Schedule 13G, FMR Corp. states that it has sole voting power as to
375,955 shares and sole dispositive power with respect to 11,411,504 shares
and that Fidelity International Limited has sole voting and dispositive
power as to 16,800 shares. Mr. Johnson and Ms. Johnson state that they have
voting power with respect to no shares and dispositive power with respect
to 11,411,504 shares.
The following table sets forth the number of shares of Common Stock
beneficially owned as of January 22, 1996 by each Director (including all
nominees for Director), the executive officers of the Company named in the
Summary Compensation Table below, and by all Directors and executive officers as
a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES RIGHT TO ACQUIRE
BENEFICIALLY OWNED WITHIN 60 DAYS
AS OF JANUARY 22, OF JANUARY 22, PERCENT
NAME 1996(1)(2) 1996(3) OF CLASS
----------------------------------- ------------------ ----------------- --------
<S> <C> <C> <C>
DIRECTORS
J. V. Byrne........................ 7,903 6,553 *
S. P. Gilbert...................... 14,053 6,553 *
J. F. McDonald..................... 9,653 6,553 *
T. H. O'Leary...................... 662,174 597,976 *
D. M. Roberts...................... 7,500 5,000 *
W. Scott, Jr. ..................... 8,296(4) 6,553 *
B. S. Shackouls.................... 36,118 34,500 *
W. E. Wall......................... 7,185 4,185 *
NAMED EXECUTIVE OFFICERS
J. E. Hagale....................... 101,523 93,735 *
R. P. Mundt........................ 64,381 60,434 *
C. R. Owen......................... 65,080 56,812 *
ALL DIRECTORS AND EXECUTIVE
OFFICERS
AS A GROUP (13 PERSONS).......... 1,079,219 963,423 *
</TABLE>
- ---------------
NOTES
* Indicates that the percentage of shares beneficially owned does not exceed
1% of the class.
(Footnotes continued on following page)
2
<PAGE> 5
(1) For purposes of this table, shares are considered to be "beneficially" owned
if the person directly or indirectly has sole or shared voting and
investment power with respect to such shares. In addition, a person is
deemed to beneficially own shares if that person has the right to acquire
such shares within 60 days of January 22, 1996; as a result, the number of
shares shown in this column also includes the number of shares shown in the
column "Right to Acquire Within 60 Days of January 22, 1996." The numbers
shown also include shares owned through the Company's Retirement Savings
Plan as of December 31, 1995.
(2) In addition to the foregoing beneficial ownership amounts, Messrs. O'Leary,
Roberts, Shackouls, Hagale, Mundt and Owen own the economic equivalent of
76,608, 1,081, 12,275, 4,291, 5,168 and 2,452 shares of Common Stock,
respectively, as a result of their elections to convert restricted shares of
Common Stock into phantom stock pursuant to the Company's 1994 Restricted
Stock Exchange Plan and/or to have certain deferred compensation valued as
if it were invested in Common Stock and subject to fluctuations in the
market price of Common Stock.
(3) Shares subject to options which are exercisable within 60 days of January
22, 1996.
(4) Excludes 1,213,100 shares of Common Stock owned by a subsidiary of Peter
Kiewit Sons', Inc., of which Mr. Scott is Chairman and President. Mr. Scott
disclaims beneficial ownership of these shares.
3
<PAGE> 6
ELECTION OF DIRECTORS
In accordance with the By-Laws of the Company, the Board of Directors has
fixed the number of Directors constituting the Board of Directors at eight as of
the date of the Annual Meeting. It is proposed to elect eight Directors, each to
hold office for a term of one year and until his successor shall have been
elected and qualified. Unless otherwise instructed by the stockholder, the
persons named in the enclosed form of proxy will vote the shares represented by
such proxy for the election of the eight nominees named in this Proxy Statement,
subject to the condition that if any of the named nominees should be unable to
serve, discretionary authority is reserved to vote for a substitute. No
circumstances are presently known which would render any nominee named herein
unable or unwilling to serve. Holders of the Common Stock may not cumulate their
votes in the election of Directors.
Each of the following nominees is a Director of the Company at the present
time:
JOHN V. BYRNE--Retired. Age--67. Chairman--Audit Committee. Dr. Byrne has
been retired since January 1996. From November 1984 to December 1995, Dr. Byrne
was President of Oregon State University. Dr. Byrne has been a Director of the
Company since 1988.
S. PARKER GILBERT--Retired. Age--62. Member--Compensation and Nominating
Committee. Mr. Gilbert has been retired since January 1991. Mr. Gilbert has been
a Director of the Company since 1990. Mr. Gilbert is also a director of ITT
Industries, Inc., Morgan Stanley Group Inc., and Taubman Centers, Inc. Morgan
Stanley & Co. Incorporated, a subsidiary of Morgan Stanley Group Inc., acts as a
commercial paper dealer for, and provides investment banking and financial
advisory services to, the Company and its subsidiaries.
JAMES F. MCDONALD--President and Chief Executive Officer,
Scientific-Atlanta, Inc., Norcross, Georgia--Telecommunications. Age--55.
Member--Audit Committee. Since July 1993, Mr. McDonald's principal occupation
has been as shown above. From July 1991 until July 1993, Mr. McDonald was a
partner with J.H. Whitney & Co. From January 1991 until July 1991, Mr. McDonald
was Vice Chairman of the Board of Prime Computer, Inc. Mr. McDonald has been a
Director of the Company since 1988. Mr. McDonald is also a director of
Scientific-Atlanta, Inc.
THOMAS H. O'LEARY--Chairman of the Board, Burlington Resources Inc.,
Houston, Texas. Age--61. Since December 1995, Mr. O'Leary's principal occupation
has been as shown above. From February 1993 to December 1995, Mr. O'Leary was
Chairman of the Board, President and Chief Executive Officer of Burlington
Resources Inc. From July 1992 to February 1993, Mr. O'Leary was Chairman of the
Board and Chief Executive Officer of Burlington Resources Inc. From October 1990
until July 1992, Mr. O'Leary was Chairman of the Board, President and Chief
Executive Officer of Burlington Resources Inc. Mr. O'Leary has been a Director
of the Company since 1988. Mr. O'Leary is also a director of B.F. Goodrich and
The Kroger Company.
DONALD M. ROBERTS--Retired. Age--60. Member--Audit Committee. Mr. Roberts
has been retired since September 1995. From February 1990 until September 1995,
Mr. Roberts was Vice Chairman and Treasurer, United States Trust Company of New
York and its parent, U.S. Trust Corporation. Mr. Roberts has been a Director of
the Company since 1993. Mr. Roberts is also a director of York International
Corporation.
WALTER SCOTT, JR.--Chairman and President, Peter Kiewit Sons', Inc., Omaha,
Nebraska -- Construction, Mining and Telecommunications. Age--64.
Chairman--Compensation and Nominating Committee. For more than five years Mr.
Scott's principal occupation has been as shown above. Mr. Scott has been a
Director of the Company since 1988. Mr. Scott is also a director of Berkshire
Hathaway Inc., California Energy Company, Inc., C-TEC Corporation, ConAgra,
Inc., FirsTier Financial, Inc., MFS Communications Company, Inc. and Valmont
Industries, Inc.
BOBBY S. SHACKOULS--President and Chief Executive Officer, Burlington
Resources Inc., Houston, Texas. Age--45. Since December 1995, Mr. Shackouls'
principal occupation has been as shown above. Since October 1994, Mr. Shackouls
has been President and Chief Executive Officer of Meridian Oil Inc., a wholly
4
<PAGE> 7
owned subsidiary of the Company. From June 1993 to October 1994, Mr. Shackouls
was Executive Vice President and Chief Operating Officer of Meridian Oil Inc.
From July 1991 to May 1993, Mr. Shackouls was President and Chief Operating
Officer of Torch Energy Advisors, Inc. From September 1988 to July 1991, Mr.
Shackouls was Executive Vice President of Torch Energy Advisors, Inc. Mr.
Shackouls has been a Director of the Company since 1995.
WILLIAM E. WALL--Of Counsel, Siderius Lonergan, Seattle, Washington--Law.
Age--67. Member--Compensation and Nominating Committee. For more than five
years, Mr. Wall's principal occupation has been as shown above. Mr. Wall has
been a Director of the Company since 1992.
DIRECTORS' COMPENSATION
Directors who are not officers or employees of the Company receive an
annual retainer of $55,000. Directors who are also officers or employees of the
Company do not receive any compensation for duties performed as Directors.
Directors who are not officers or employees of the Company may defer all or part
of their compensation.
The Company's 1992 Stock Option Plan for Non-Employee Directors provides
for the annual grant of a nonqualified option for 1,000 shares of Common Stock
immediately following the Annual Meeting of Stockholders to Directors who are
not salaried officers of the Company. In addition, an option for 3,000 shares is
granted upon a Director's initial election or appointment to the Board of
Directors. The exercise price per share with respect to each option is 100% of
the fair market value (as defined in the plan) of the Common Stock on the date
the option is granted. During 1995, an annual option for 1,000 shares of Common
Stock was granted to Dr. Byrne and to Messrs. Gilbert, McDonald, Roberts, Scott
and Wall pursuant to this plan.
In 1995, the Company discontinued its retirement plan for non-employee
directors and adopted the Phantom Stock Plan for Non-Employee Directors. This
plan provides that immediately following each Annual Meeting of Stockholders
(beginning with the 1996 Annual Meeting), a memorandum account established for
each of the Directors who is not a salaried officer of the Company will be
credited with 500 shares of phantom stock. Dividends paid on Common Stock are
deemed to be reinvested in additional phantom stock pursuant to the plan.
Amounts credited to the memorandum accounts pursuant to this plan are unfunded
obligations of the Company. Upon termination of service as a Director, phantom
shares credited in the memorandum account will be valued at the fair market
value of the Company's Common Stock at that time and paid in cash.
The Company has established a Charitable Award Program for Directors who
have served on the Board of Directors for at least two years. Upon the death of
a Director, the Company will donate $1 million to one or more educational
institutions or private foundations nominated by the Director.
5
<PAGE> 8
REPORT ON EXECUTIVE COMPENSATION
BY THE COMPENSATION AND NOMINATING COMMITTEE
The Compensation and Nominating Committee of the Board of Directors (the
"Committee") is composed entirely of Directors who are not employees of the
Company. The Committee is responsible for establishing and administering the
Company's executive compensation program.
COMPENSATION PHILOSOPHY AND OBJECTIVES
The philosophy underlying the development and administration of the
Company's annual and long-term compensation plans is the alignment of the
interests of executive management with those of the shareholders. Key elements
of this philosophy are:
- Establishing compensation plans which strengthen the Company's ability to
attract and retain officers and key employees and to deliver pay
commensurate with the Company's performance, as measured by strategic,
operating and financial objectives.
- Providing significant equity-based incentives for executives to ensure
that they are motivated over the long term to respond to the Company's
business challenges and opportunities more as owners rather than as
employees.
- Rewarding executives for superior performance and when shareholders
receive an above-average return on their investment over the long term.
One of the Committee's objectives is to position executive base salaries at
the median when compared to other companies in the energy sector. A group of
approximately 40 oil and gas companies is used to determine base salaries in the
energy sector. This competitor group includes all of the companies currently in
the Dow Jones Secondary Oil Index, which is used in the Comparison of Cumulative
Total Shareholder Return, together with certain other independent and integrated
oil and gas companies. The performance of the companies in the competitor group
is not considered in establishing executive base salaries.
The Incentive Compensation Plan, or annual bonus plan, is the program by
which executives can earn additional compensation. At maximum award levels,
total annual cash compensation for the Company's executives is in the top
quartile of the competitor group's total annual cash compensation. The Plan
allows for maximum awards of up to 100% of base salary, depending on individual
and Company performance relative to certain annual objectives. In determining
the size of the annual bonus, no single performance factor or formula is used.
The Committee believes that the rigid application of quantitative performance
measures would eliminate the consideration of important qualitative factors
critical to long-term strategic performance. In evaluating the Company's
performance, the Committee considers a combination of strategic, operating and
financial objectives, including oil and gas production levels, reserve additions
and reserve finding costs, earnings per share, operating income and operating
cash flow. These performance measures, which are not specifically weighted, are
considered to be critical to the Company's fundamental goal -- building
shareholder value.
The Company's long-term incentive program consists of the 1992 Performance
Share Unit Plan (the "PSU Plan") and the 1993 Stock Incentive Plan (the "Stock
Incentive Plan"). The Committee's objective for these plans is to structure the
executives' long-term incentive compensation opportunity at approximately the
seventy-fifth percentile of long-term incentive compensation provided by the
competitor group of energy companies. Benefits under these Plans accrue when
strategic, operating and financial goals are achieved and the Company's Common
Stock appreciates.
Vesting of PSUs occurs over a four year performance period and is dependent
on the Company's achievement of its strategic, operating and financial
objectives and the Company's total shareholder return as compared to the Dow
Jones Secondary Oil Index.
Under the Stock Incentive Plan, stock options are granted to executives,
managers and key employees. The options generally vest after one year, have a
term of ten years and have an exercise price at the fair market value on the day
of grant. Stock purchase rights granted under the Stock Incentive Plan are made
available to
6
<PAGE> 9
the same group of employees. They give the employee a one-time opportunity to
purchase, with all or a portion of his or her after-tax annual bonus, the
Company's Common Stock at a discount of up to 25% of fair market value. Stock
purchased under the Plan cannot be sold for at least three years or until
termination of employment.
The Omnibus Budget Reconciliation Act of 1993 places a limit on the amount
of certain types of compensation for each of the executive officers which may be
tax deductible by the Company. The Internal Revenue Service recently issued
final regulations on the deductibility limit. The Company's policy is,
primarily, to design and administer compensation plans which support the
achievement of long-term strategic objectives and enhance shareholder value.
Where it is material and supports the Company's compensation philosophy, the
Committee will also attempt to maximize the amount of compensation expense that
is tax-deductible by the Company.
COMPANY PERFORMANCE AND COMPENSATION
In 1995, the Company's operating results were excellent. Natural gas
production, at 1,165 million cubic feet per day, increased by 11% over last
year. Oil production increased by 5% to 48 thousand barrels per day. Through
acquisitions and internal development, the Company replaced 160% of production
for the year at finding costs that were substantially below budget. After
factoring in the sale of marginal and non-strategic properties, reserves
increased to 6.7 trillion cubic feet of gas equivalent.
However, because of the sharp decline in gas prices, earnings per share and
operating income were far below the objectives for the year. In spite of the
depressed gas prices experienced, the Company exceeded its operating cash flow
target and achieved other important objectives. Well operating and general and
administrative expenses were reduced on a unit of production basis. The
exploration program was expanded successfully, more than doubling last year's
expenditures. Transmission capacity out of the San Juan Basin has been expanded
to move more of the Company's gas to premium markets.
On December 6, 1995, the Board promoted B. S. Shackouls to the position of
President and CEO of the Company. T. H. O'Leary retains his position as Chairman
of the Board. In light of his changed responsibilities, Mr. O'Leary's base
salary was decreased to $500,000. Mr. Shackouls' salary was increased to
$600,000, which is below the median salary for comparable positions within the
competitor group of oil and gas companies. The Committee decided to review the
base salaries for the senior executive group every other year, and as a result
the other executive officers did not receive salary increases in 1995, except
for Mr. Mundt upon his promotion earlier in the year. Generally, the group's
base salary is approximately the median for comparable executives within the
competitor group of energy companies.
Considering the strategic, operating and financial results of the Company,
which were not specifically weighted, the Committee awarded Messrs. O'Leary and
Shackouls annual incentive awards of $400,000 and $262,500, respectively, which
represent 50 percent of the maximum awards available under the Incentive
Compensation Plan. Similarly, the Committee awarded the other executive officers
50 percent of the maximum awards available under the Plan.
The Company's performance, for purposes of the PSU Plan, is evaluated on a
longer interval. The Committee determined that the Company exceeded its
strategic and operating objectives for the period from June 1992 to December
1995. However, oil and gas prices, which have been below expectations since
1994, have had an adverse impact on earnings per share and operating income
goals. The Committee also reviewed the Company's total shareholder return
relative to the return of the other companies in the Dow Jones Secondary Oil
Index. Accordingly, the Committee approved the vesting of 50 percent of the PSUs
eligible for vesting, or 10,350 and 6,750 PSUs for Messrs. O'Leary and
Shackouls, respectively, and 13,500 PSUs for the other executive officers. In
addition, the Committee granted additional PSUs to Mr. Shackouls upon his
promotion; these additional PSUs will not be eligible for vesting until the end
of the performance cycle in 1996. Mr. Mundt also received additional PSUs, a
portion of which were eligible for vesting in 1995, as a result of his
promotion.
7
<PAGE> 10
As an incentive for future performance and consistent with the objective of
targeting long-term incentive compensation at the seventy-fifth percentile when
compared to the competitor group of energy companies, the Committee granted
Messrs. O'Leary and Shackouls 25,000 and 34,500 stock options, respectively. The
other executive officers received a total of 45,000 stock options. These awards
provide incentive for the Company's executive officers to continue to build
shareholder value over the long term. In making these awards, the Committee did
not consider currently outstanding grants of stock options.
STOCK OWNERSHIP
Stock Ownership Guidelines were developed to more closely align executive
management's personal financial interests with the interests of all
shareholders. The Guidelines require executives, depending upon their position,
to hold the equivalent of one to four times their base pay in the Company's
stock. These targets are to be achieved by the end of 1998 or, for new
incumbents, within five years of their appointment to the position.
COMPENSATION AND NOMINATING COMMITTEE
Walter Scott, Jr., Chairman
S. Parker Gilbert
William E. Wall
8
<PAGE> 11
Comparison of 5-Year Cumulative Total Shareholder Return(1)
<TABLE>
<CAPTION>
DOW JONES
Measurement Period BURLINGTON SECONDARY OIL
(Fiscal Year Covered) RESOURCES(2) S&P 500 INDEX
<S> <C> <C> <C>
1990 100 100 100
1991 94 130 98
1992 127 140 99
1993 136 154 110
1994 114 156 106
1995 130 215 123
</TABLE>
Comparison of Cumulative Total Shareholder Return
Since the Company's Initial Public Offering(1)
<TABLE>
<CAPTION>
DOW JONES
Measurement Period BURLINGTON SECONDARY OIL
(Fiscal Year Covered) RESOURCES (2) S&P 500 INDEX
<S> <C> <C> <C>
7/8/88 100 100 100
1988 129 105 101
1989 194 138 137
1990 155 133 114
1991 146 174 112
1992 197 187 113
1993 211 206 125
1994 177 209 121
1995 201 287 140
</TABLE>
- ------------------
NOTES
(1) Assumes that the value of the investment in the Company's Common Stock and
in each index was $100 on December 31, 1990 and July 8, 1988, respectively,
and that all dividends were reinvested.
(2) The Company's Common Stock return assumes that the .24 share of El Paso
Natural Gas Company ("EPNG") common stock distributed to the Company's
stockholders on June 30, 1992 was sold and the proceeds were reinvested in
the Company's Common Stock.
9
<PAGE> 12
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following information is furnished for the years ended December 31,
1995, 1994 and 1993 with respect to the Company's Chief Executive Officer and
each of the four other most highly compensated executive officers of the Company
and its subsidiaries during 1995 whose salary and bonus exceeded $100,000
("named executive officers"). Annual compensation includes amounts deferred at
the officer's election.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------
AWARDS
ANNUAL COMPENSATION -----------------------------
-------------------------------------- SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION STOCK AWARDS(2) OPTIONS COMPENSATION(3)
- ----------------------------- ---- -------- -------- ------------ --------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas H. O'Leary 1995 $800,000 $400,000 $225,464(4) -- 25,000 $ 112,000
Chairman of the Board 1994 $800,000 $600,000 $192,179(4) $ 400,000 34,500 $ 64,000
Burlington Resources Inc. 1993 $750,000 $750,000 $ 80,179(4) -- 34,500 $ 120,315
Bobby S. Shackouls(5) 1995 $530,398 $262,500 $ 76,474 -- 34,500 $ 119,616
President and Chief 1994 $399,799 $299,900 $ 14,258 -- 22,500 $ 23,988
Executive Officer 1993 $204,169 $205,000 -- -- 12,000 $374,747
Burlington Resources Inc.
C. Ray Owen 1995 $285,000 $152,664 $ 10,762 -- 9,000 $ 30,060
Executive Vice President 1994 $224,626 $185,266 $ 8,705 $ 16,000 9,000 $ 13,478
and 1993 $191,149 $225,251 $ 28,023 -- 6,000 $ 23,489
Chief Operating Officer
Meridian Oil Inc.
John E. Hagale 1995 $270,000 $135,000 $ 8,719 -- 9,000 $ 26,916
Executive Vice President 1994 $242,053 $181,600 $ 33,590 $ 28,000 9,000 $ 14,343
and Chief Financial Officer 1993 $199,723 $215,000 $ 43,600 -- 6,000 $ 44,674
Burlington Resources Inc.
Randolph P. Mundt 1995 $242,754 $133,260 -- -- 9,000 $ 32,052
Executive Vice President, 1994 $213,125 $191,733 $ 7,660 32,000 6,000 $ 16,890
Marketing 1993 $188,629 $181,085 -- -- 4,600 $ 26,362
Meridian Oil Inc.
</TABLE>
- ---------------
NOTES
(1) Bonus payments are reported for the year in which the related services were
performed.
(2) In July 1994, certain executives elected to convert previously awarded
shares of restricted Common Stock into phantom stock units ("Phantom Units")
pursuant to the Company's 1994 Restricted Stock Exchange Plan. Phantom Units
will vest two years after the original vesting date of the related
restricted Common Stock: as a result, the vesting date for Messrs. O'Leary
and Hagale is December 1996, for Mr. Owen is January 1998 and for Mr. Mundt
is December 1996 and January 1998. As an inducement to extend the vesting
date, participants were awarded additional Phantom Units equal to 20 percent
of the number of shares of restricted Common Stock surrendered. The
additional 20% inducement is reported in this column and is valued at the
closing price of the Common Stock on the New York Stock Exchange on the date
of grant. A total of 83,300 shares of restricted Common Stock were exchanged
for 99,960 Phantom Units under this plan. Dividends paid on Common Stock are
deemed to be reinvested in additional Phantom Units pursuant to the plan.
(3) Includes matching contributions made by the Company during 1995 in the
Company's Retirement Savings (401(k)) Plan and Supplemental Benefits Plan
for Messrs. O'Leary, Shackouls, Owen, Hagale and Mundt of $112,000, $49,770,
$30,060, $26,916 and $32,052, respectively. Includes matching contributions
made by the Company during 1994 in the Company's Retirement Savings Plan and
Supplemental Benefits Plan for Messrs. O'Leary, Shackouls, Owen, Hagale and
Mundt of $64,000, $23,988, $13,478, $14,343 and $16,890, respectively.
Includes matching contributions made by the Company during 1993 in the
Company's Retirement Savings Plan and Supplemental Benefits Plan for Messrs.
O'Leary, Shackouls, Owen, Hagale and Mundt of $120,000, $24,522, $23,469,
$24,133 and $26,290, respectively. Includes interest credited toward
deferred compensation at above market rates for Messrs. O'Leary, Shackouls,
Owen, Hagale and Mundt of $315, $225, $20, $41 and $72, respectively, in
1993. Upon commencement of Mr. Shackouls' employment with the Company in
1993, the Company credited his deferred compensation account under the
Supplemental Benefits Plan with $350,000 to compensate Mr. Shackouls for
long term incentive compensation from his former employer which Mr.
Shackouls forfeited by joining the Company. During 1995, Mr. Shackouls
received additional compensation of $69,846 in connection with the
relocation of his home. During 1993, Mr. Hagale received additional
compensation of $20,500 in connection with his relocation to Houston.
(4) Includes $109,218, $56,404 and $37,977 attributed for personal use of
Company airplanes in 1995, 1994 and 1993, respectively, and for tax gross-up
payments, primarily in connection with Mr. O'Leary's relocation and use of
Company airplanes.
(5) Mr. Shackouls commenced employment with the Company in June 1993.
10
<PAGE> 13
OPTIONS GRANTED IN 1995
The following information is furnished for the year ended December 31, 1995
with respect to the named executive officers for stock options which were
granted in December 1995 under the Stock Incentive Plan (the "Stock Incentive
Plan").
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING % OF TOTAL
OPTIONS OPTIONS
GRANTED GRANTED EXERCISE GRANT DATE
IN TO EMPLOYEES PRICE EXPIRATION PRESENT
NAME 1995(1) IN 1995 PER SHARE DATE(1) VALUE(2)
- --------------------------------------- --------- ------------ --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
T. H. O'Leary.......................... 2,500(3) .61% $ 39.94 12/5/2005 $ 30,425
22,500(4) 5.49% $ 39.94 12/6/2005 $273,825
B. S. Shackouls........................ 2,500(3) .61% $ 39.94 12/5/2005 $ 30,425
32,000(4) 7.81% $ 39.94 12/6/2005 $389,440
C. R. Owen............................. 2,500(3) .61% $ 39.94 12/5/2005 $ 30,425
6,500(4) 1.59% $ 39.94 12/6/2005 $ 79,105
J. E. Hagale........................... 2,500(3) .61% $ 39.94 12/5/2005 $ 30,425
6,500(4) 1.59% $ 39.94 12/6/2005 $ 79,105
R. P. Mundt............................ 2,500(3) .61% $ 39.94 12/5/2005 $ 30,425
6,500(4) 1.59% $ 39.94 12/6/2005 $ 79,105
</TABLE>
- ---------------
NOTES
(1) Under the terms of the Stock Incentive Plan, options are granted at fair
market value and generally may not be exercised until the employee has
completed one year of continuous employment with the Company or its
subsidiaries from the grant date. Options have a term of ten years and
generally terminate one year following an optionee's death or three years
after termination of employment, disability, retirement, termination in
certain events following a "Change in Control" of the Company, as defined in
the Stock Incentive Plan (a "Change in Control"), or other termination
except that the Compensation and Nominating Committee may terminate options
earlier following such other termination of employment of the named
executive officers.
(2) The value has been calculated using a variation of the Black-Scholes stock
option valuation methodology. The applied model used the grant date of
December 6, 1995, and option price of $39.938. In addition, it assumed a
stock price volatility of 20.83%, a risk-free rate of return of 5.93% and a
dividend of $.55 per year. The value has been reduced by approximately 20%
to reflect the probability of forfeiture due to termination of employment
prior to vesting or of a shortened option term due to termination of
employment prior to the expiration date.
(3) Incentive stock options, which become exercisable on December 6, 1996.
(4) Nonqualified stock options, which become exercisable on December 6, 1996.
11
<PAGE> 14
AGGREGATED OPTION EXERCISES IN 1995 AND YEAR-END VALUES
The following information is furnished for the year ended December 31, 1995
with respect to the named executive officers for stock option exercises which
occurred during 1995. The number of, and exercise price for, all outstanding
options granted prior to June 30, 1992 shown on the following table have been
adjusted to reflect the distribution of EPNG common stock to the Company's
stockholders on June 30, 1992.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SECURITIES AT DECEMBER 31, 1995 AT DECEMBER 31, 1995(2)
ACQUIRED ON VALUE ----------------------------- ----------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- ----------- ----------- ----------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
T. H. O'Leary.......... -- -- 597,976 25,000 $5,728,958 0
B. S. Shackouls........ -- -- 34,500 34,500 $ 120,938 0
C. R. Owen............. -- -- 56,812 9,000 $ 325,238 0
J. E. Hagale........... -- -- 93,735 9,000 $ 794,580 0
R. P. Mundt............ -- -- 60,434 9,000 $ 358,310 0
</TABLE>
- ---------------
NOTES
(1) This amount is the aggregate of the market value of the Common Stock at the
time each stock option was exercised minus the exercise price for that
option.
(2) This amount is the aggregate of the number of options multiplied by the
difference between the closing price of the Common Stock on the New York
Stock Exchange on December 29, 1995 minus the exercise price for that
option.
LONG-TERM INCENTIVE PLAN AWARDS IN 1995
The following information is furnished for the year ended December 31, 1995
with respect to the named executive officers with respect to grants under the
PSU Plan during 1995.
<TABLE>
<CAPTION>
NUMBER OF UNITS PERFORMANCE PERIOD MAXIMUM
NAME GRANTED IN 1995 UNTIL PAYOUT FUTURE PAYOUT(1)
- -------------------------------------------- --------------- ------------------ ----------------
<S> <C> <C> <C>
T. H. O'Leary............................... -- -- --
B. S. Shackouls............................. 12,000 12/31/96 12,000
C. R. Owen.................................. -- -- --
J. E. Hagale................................ -- -- --
R. P. Mundt................................. 6,000 12/31/96 6,000
</TABLE>
- ---------------
NOTE
(1) Maximum future payout is stated as the number of vested PSUs at the end of
the performance period. At the end of the performance period, participants
receive a cash payment equal to the number of vested PSUs multiplied by the
average closing price of the Common Stock for the 20 business days
immediately preceding the end of the performance period. Under the terms of
the PSU Plan, a portion of the granted PSUs may vest each year beginning in
1993 and any remaining unvested PSUs may vest at the end of the performance
period on December 31, 1996. In determining whether to vest PSUs, the
Committee evaluates the Company's total shareholder return versus the Dow
Jones Secondary Oil Index and the Company's performance based on a
combination of strategic, operating and financial measures, including oil
and gas production levels, reserve additions and reserve finding costs,
earnings per share, operating income and operating cash flow. PSUs vest to
the extent that the Compensation and Nominating Committee determines that
the Company has achieved its budget targets for these performance measures
since the beginning of the performance period on June 30, 1992. Under the
terms of the PSU Plan, the Compensation and Nominating Committee does not
establish thresholds or targets with respect to the vesting of PSUs at the
time of the initial grant. In the event of a Change in Control of the
Company, 25 percent of the total PSUs originally granted fully vests
together with a proportionate share of PSUs granted after the original grant
date. If a participant is terminated other than for cause, death or
disability, or voluntarily terminates employment for good reason within two
years after a Change in
12
<PAGE> 15
Control but subsequent to the year in which the Change in Control occurs, an
additional 25 percent of the PSUs originally granted will vest together with
a proportionate share of PSUs granted after the original grant date. After a
Change in Control, the value of PSUs is calculated based on the greater of
(i) the highest price at which the Common Stock traded during the 60-day
period ending on the date of the Change in Control or (ii) the highest price
per share paid in connection with such Change in Control. The term "Change
in Control" means in general (i) an accumulation by any person or group of
20% or more of the Company's voting securities, (ii) a purchase pursuant to
a tender or exchange offer for voting securities of the Company, other than
a tender or exchange offer made by the Company, (iii) a merger,
consolidation, liquidation or dissolution of the Company or sale of all or
substantially all of the assets of the Company which is approved by
stockholders, or (iv) an unapproved change in the constitution of the
majority of the Board of Directors within a two-year period.
PENSION PLAN
Benefit accruals under the qualified pension plan of the Company and its
subsidiaries (the "Pension Plan") and the nonqualified Supplemental Benefits
Plan (the "Supplemental Benefits Plan") are based on the gross amount of
earnings, including incentive bonuses, but excluding all commissions and other
extra or added compensation or benefits of any kind or nature. Estimated annual
benefit levels under the Plans, based on earnings and years of credited service
at age 65, are as follows:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
AVERAGE YEARS OF SERVICE AT AGE 65
PENSION -----------------------------------------------
EARNINGS(1) 15 20 25 30
------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$ 400,000.................. $ 94,470 $125,960 $157,450 $188,940
$ 600,000.................. $142,470 $189,960 $237,450 $284,940
$ 800,000.................. $190,470 $253,960 $317,450 $380,940
$1,000,000.................. $238,470 $317,960 $397,450 $476,940
$1,200,000.................. $286,470 $381,960 $477,450 $572,940
$1,400,000.................. $334,470 $445,960 $557,450 $668,940
$1,600,000.................. $382,470 $509,960 $637,450 $764,940
$1,800,000.................. $430,470 $573,960 $717,450 $860,940
$2,000,000.................. $478,470 $637,960 $797,450 $956,940
</TABLE>
- ---------------
NOTE
(1) Average pension earnings for a given year include salary and bonus payments
for the year in which the related services were performed (as reported in
the Summary Compensation Table). Under the Pension Plan, the maximum benefit
payable in 1995 is $118,800 and the maximum amount of compensation that may
be considered is $150,000. Pension Plan benefits are not reduced by Social
Security benefits.
The Pension Plan formula for retirement at age 65 is 1.1% of the highest
five-year average earnings, plus .5% of the highest five-year average earnings
in excess of one-third of the FICA taxable wage base in effect during the year
of termination, times the number of years of credited service up to a maximum of
30 years. An early retirement supplement equal to 1% of the highest five-year
average earnings up to one-third of the FICA taxable wage base in effect in the
year of termination, times the number of years of credited service up to a
maximum of 30 years, is payable until age 62. Both the basic benefit and the
supplement are reduced by 2% for each year the employee's actual retirement date
precedes the date the employee would have attained age 65, or the date the
employee could have retired after attaining age 60 with 30 years of credited
service, if earlier. Years of credited service under the Pension Plan at age 65
for Messrs. O'Leary, Shackouls, Owen, Hagale and Mundt would be 16, 22, 25, 30
and 30, respectively.
13
<PAGE> 16
EMPLOYMENT AGREEMENTS AND SEVERANCE PLANS
The Company has an agreement with Mr. O'Leary which provides for his
employment as Chairman of the Board of the Company through December 15, 1998 at
a minimum annual salary of $500,000. The Company also has an employment
agreement, which was entered into in 1993 and was modified in 1994 and 1995,
with Mr. Shackouls which provides for his employment as President and Chief
Executive Officer of the Company through December 15, 2000 at a minimum annual
salary of $600,000. These agreements provide that upon termination of employment
within two years after a Change in Control of the Company, Messrs. O'Leary and
Shackouls will be entitled to the greater of the benefits under the employment
agreement or the Key Executive Severance Protection Plan (the "Severance
Protection Plan"). Pursuant to this agreement, Mr. Shackouls is entitled to
additional years of credited service under the Supplemental Benefits Plan if he
remains employed by the Company until age 55 or is terminated by the Company
after age 50.
The Severance Protection Plan provides severance benefits following a
Change in Control for officers of the Company and its subsidiaries in an amount
equal to three times annual salary, including maximum bonus amounts. The
Severance Protection Plan also provides for the continuation of life and health
insurance for a period of up to 18 months subsequent to a participant's
termination of employment following a Change in Control as well as a
supplemental pension payable under the Supplemental Benefits Plan calculated by
adding three years of additional credited pension service and certain other
benefits. Benefits are payable under the Severance Protection Plan for any
termination of employment within two years of the date of a Change in Control,
except where termination is by reason of death, disability, for cause, or
instituted by the employee for other than good reason. The Severance Protection
Plan also provides that the Company will pay legal fees and expenses incurred by
a participant to enforce rights or benefits under this plan.
The Internal Revenue Code of 1986, as amended (the "Code"), imposes an
excise tax on payments to terminated employees following a Change in Control if
the payments meet certain requirements and exceed certain limits set forth in
the Code. If payments under the Severance Protection Plan (the "Severance
Payments") are subject to this excise tax, the Company will pay an additional
amount to the participant (the "Gross-Up Payment") such that the participant
retains, after payment of the excise tax on the Severance Payments and the
Gross-Up Payment and any income tax on the Gross-Up Payment, an amount equal to
the Severance Payments.
The Company also has a Severance Plan and a Key Executive Retention Plan
which provide benefits for any termination of employment, except where
termination is for cause (generally, a willful failure to substantially perform
an employee's duties or willfully engaging in conduct which is materially
injurious to the Company) or instituted by the employee for other than good
reason. The Severance Plan provides a severance benefit to certain participants
who were employed by the Company in Seattle, Washington, excluding Mr. O'Leary
and employees of the Company's subsidiaries, based on annual compensation and
years of service of up to a maximum of 30 months of compensation, which includes
salary and maximum bonus. The Key Executive Retention Plan provides for a cash
payment upon termination, including among other things, the participant's
prorated bonus under the Incentive Compensation Plan, and certain other
severance benefits. The Key Executive Retention Plan also provides that a
participant will receive at termination additional pension benefits based on
projected compensation, and for the continuation of health insurance for a
period of up to 18 months subsequent to a participant's termination of
employment.
AUDITORS
The Board of Directors has appointed Coopers & Lybrand L.L.P. as
independent public accountants for the year ending December 31, 1996.
Representatives of Coopers & Lybrand L.L.P. will be present at the Annual
Meeting with the opportunity to make a statement and to respond to appropriate
questions.
14
<PAGE> 17
EXPENSES OF SOLICITATION
The expenses of preparing and mailing this Proxy Statement and the
accompanying form of proxy and the cost of solicitation of proxies on behalf of
the management will be borne by the Company. In addition, D. F. King & Co. has
been retained to aid in the solicitation at an estimated fee of $10,000. Proxies
may be solicited by personal interview, mail and telephone. Brokerage houses,
other custodians and nominees will be asked whether other persons are beneficial
owners of the shares which they hold of record and, if so, they will be supplied
with additional copies of the proxy materials for distribution to such
beneficial owners. The Company will reimburse parties holding stock in their
names or in the names of their nominees for their reasonable expenses in sending
proxy material to their principals.
OTHER MATTERS
The management knows of no other matters which are likely to be brought
before the meeting. However, if any other matters, not now known or determined,
come before the meeting, the persons named in the enclosed form of proxy or
their substitutes will vote such proxy in accordance with their judgment in such
matters.
ANNUAL REPORT
A copy of the Company's 1995 Annual Report to Stockholders is being mailed
with this Proxy Statement to each stockholder of record. Stockholders not
receiving a copy of such Annual Report may obtain one by writing or calling Ms.
Wendi S. Zerwas, Corporate Secretary, Burlington Resources Inc., 5051
Westheimer, Suite 1400, Houston, Texas 77056-2124, telephone (713) 624-9500.
SUBMISSION OF STOCKHOLDER PROPOSALS
FOR THE 1997 ANNUAL MEETING
Stockholder proposals for inclusion in the Proxy Statement to be issued in
connection with the 1997 Annual Meeting of Stockholders must be mailed to Ms.
Wendi S. Zerwas, Corporate Secretary, Burlington Resources Inc., 5051
Westheimer, Suite 1400, Houston, Texas 77056-2124, and must be received by the
Corporate Secretary on or before October 18, 1996.
A stockholder proposal calling for increased diversity of Board membership
was received by the Company for inclusion in this Proxy Statement, but was
withdrawn by the stockholders in light of adoption of the following statement by
the Compensation and Nominating Committee of the Board of Directors: "The Board
of Directors anticipates that vacancies will occur on the Board in the next five
years. Consistent with past practices, the Board of Directors is committed to a
strong and diverse membership and to a thorough process to identify those
individuals who can best contribute to the Company's continued success. As part
of that process, the Compensation and Nominating Committee will continue to take
all reasonable steps to identify and consider for the Board all candidates,
including women and minorities, who satisfy the business needs of the Company at
the time of appointment."
By Order of the Board of Directors
WENDI S. ZERWAS
Corporate Secretary
15
<PAGE> 18
[BURLINGTON RESOURCES LOGO]
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
YOUR VOTE IS IMPORTANT NOTICE OF
YOUR MANAGEMENT WILL APPRECIATE THE ANNUAL MEETING
PROMPT RETURN OF YOUR SIGNED PROXY SO OF STOCKHOLDERS
THE SHARES YOU OWN WILL BE REPRESENTED AND
AT THE ANNUAL MEETING OF STOCKHOLDERS. PROXY STATEMENT
</TABLE>
- --------------------------------------------------------------------------------
TO BE HELD IN THE CONSULATE ROOM,
WESTIN OAKS HOTEL,
5011 WESTHEIMER,
HOUSTON, TEXAS
MARCH 21, 1996
9:00 a.m.
<PAGE> 19
[BURLINGTON RESOURCES LOGO]
- ------------------------------------
February 15, 1996
To our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held at 9:00 a.m. on Thursday, March 21, 1996, in the Consulate Room of the
Westin Oaks Hotel, 5011 Westheimer, Houston, Texas. Detailed information about
the meeting is contained in the accompanying Notice of Annual Meeting and Proxy
Statement.
Regardless of whether you plan to attend the meeting, it is important that your
shares be voted. Accordingly, we ask that you sign and return your proxy as soon
as possible in the envelope provided.
Sincerely,
/s/ THOMAS H. O'LEARY
- ---------------------
Thomas H. O'Leary
Chairman of the Board
PLEASE DETACH PROXY CARD
PROXY SOLICITED BY THE BOARD OF DIRECTORS
BURLINGTON RESOURCES INC. ANNUAL MEETING OF STOCKHOLDERS
MARCH 21, 1996
The undersigned hereby appoints Thomas H. O'Leary and Gerald J. Schissler,
and each or either of them, with power of substitution, proxies for the
undersigned and authorizes them to represent and vote, as designated, all of the
shares of stock of the Company which the undersigned may be entitled to vote at
the Annual Meeting of Stockholders to be held in the Consulate Room, Westin Oaks
Hotel, 5011 Westheimer, Houston, Texas on March 21, 1996 and at any adjournment
or postponement of such meeting for the following purposes and with
discretionary authority as to any other matters that may properly come before
the meeting, in accordance with and as described in the Notice of Annual Meeting
of Stockholders and Proxy Statement. If no direction is given, this proxy will
be voted FOR proposal 1.
(IMPORTANT -- TO BE SIGNED AND DATED ON REVERSE SIDE) SEE REVERSE SIDE
The Board of Directors recommends a vote FOR proposal 1.
1. Election of Directors
Nominees: J. V. Byrne, S. P. Gilbert, J. F. McDonald, T. H. O'Leary,
D. M. Roberts, W. Scott, Jr., B. S. Shackouls, W. E. Wall
/ / FOR / / WITHHELD / /
------------------------------
FOR all nominees except as
noted above
Mark here for address change and note at left / /
Mark here for comments / /
<TABLE>
<S> <C> <C>
Please sign exactly as your name ----------------------- Date ----------------------
appears. If acting as attorney, Signature
executor, trustee or in other
representative capacity, sign name ----------------------- Date ----------------------
and title. Signature
</TABLE>
