BURLINGTON RESOURCES INC
8-K, 1996-07-26
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                            ------------------------

                                    FORM 8-K


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                                  July 11, 1996
                        (Date of earliest event reported)


                            BURLINGTON RESOURCES INC.
             (Exact name of registrant as specified in its charter)



              Delaware             1-9971                    91-1413284
         (State or other         (Commission               (IRS Employer
         Jurisdiction of         File Number)              Identification
          Incorporation)                                       Number)




                5051 Westheimer, Suite 1400, Houston, Texas 77056
               (Address of principal executive offices, zip code)






               Registrant's telephone number including area code:
                                 (713) 624-9500



<PAGE>

Item 5.    OTHER EVENTS

       On July 11, 1996  Burlington  Resources  Inc.  ("BR")  announced  it will
accelerate its on-going divestiture program.  Since 1994, BR has sold over 9,000
wells.  Over  the  next  twelve  months,  BR  plans  to  sell  its  interest  in
approximately  20,000  wells  thus  reducing  its  pre-1994  well  count over 50
percent.  The  proved  reserves  associated  with this  prospective  divestiture
approximate 800 BCFE while the related production represents about 10 percent of
BR's currently produced volumes.

           This accelerated  divestiture program will allow BR to reorganize and
reduce the number of its  operating  areas from five to three.  The  accelerated
divestiture  program  and  reorganization  will result in more than a 20 percent
reduction in the company's 1995 level of production  expenses and employee count
and over a 10  percent  reduction  in  corporate  administrative  expenses.  The
company plans to substantially  complete the reorganization  prior to the end of
the third quarter.

       BR's Board of Directors  authorized  the  repurchase  of an additional 10
million shares of common stock from time to time depending on market conditions.

       A copy of the Press Release is attached as an Exhibit to this report.


Item 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

           (c) Exhibits                              Description

              99.1                          Press Release dated July 11, 1996






                           FORWARD-LOOKING STATEMENTS

           This report (including the attached exhibit) contains projections and
other  forward  looking  statements  within the  meaning  of Section  21E of the
Securities  Exchange Act of 1934. These projections and statements  reflect BR's
current  views with  respect  to future  events and  financial  performance.  No
assurances  can be given,  however,  that these  events will occur or that these
projections  will be achieved and actual  results could differ  materially  from
those projected as a result of certain factors. A discussion of these factors is
included in periodic  reports  previously filed with the Securities and Exchange
Commission.




                                      -2-
<PAGE>






                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                 BURLINGTON RESOURCES INC.




                                 By    /s/  Hays R. Warden
                                       -------------------------------------
                                       Hays R. Warden
                                       Senior Vice President and Controller,
                                        and Chief Accounting Officer


Date:      July 25, 1996
















                                      -3-
<PAGE>


                                  EXHIBIT INDEX



                                                                 Sequentially
 Exhibit                                                           Numbered
 Number                            Exhibit                           Page

   99.1                 Press release dated July 11, 1996              5  

                                      















                                      -4-



                                                            
BURLINGTON RESOURCES                                                News Release
                                                                   
                                                                   P.O. Box 4239
                                                         Houston, TX  77056-2124
                                                                  (713) 624-9364

                                                            Contact: James Leahy



                       BURLINGTON RESOURCES REPORTS STRONG
                             SECOND QUARTER EARNINGS
                         A MAJOR DIVESTITURE PROGRAM FOR
                            NON-STRATEGIC PROPERTIES
                 A CORPORATE REORGANIZATION AND AUTHORIZATION TO
           REPURCHASE AN ADDITIONAL 10 MILLION SHARES OF COMMON STOCK


  Second Quarter Earnings

       Houston, Texas, July 11, 1996 - Burlington Resources (BR) reported second
  quarter 1996 operating  income of $96 million and net income of $48 million or
  $.38 per share. For the same period last year, the company reported  operating
  income of $125,000  and net income of $2 million or $.02 per share.  Operating
  cash flow for the first half increased 35% to $272 million as compared to $201
  million for the first half of 1995. Bobby Shackouls, President and CEO, stated
  that "this period's  operating  income is the highest of any quarter since the
  spin-off of El Paso Natural Gas Company in 1992. The fundamentals underpinning
  natural  gas  prices  continue  to be strong and we are  optimistic  about our
  future prospects."

       Natural  gas sales  volumes  averaged  1,193  million  cubic feet per day
  (mmcf/d)  during the second  quarter  compared  to 1,149  mmcf/d in the second
  quarter of 1995.  Second quarter oil sales volumes increased to 50,400 barrels
  per day from 48,000 barrels per day a year ago. Realized natural gas prices in
  the second quarter increased from $1.22 per thousand cubic feet (mcf) in 1995,
  to $1.75 per mcf in 1996.  Second  quarter  realized  oil prices moved up from
  $17.07 per barrel in 1995 to $20.29 per barrel in 1996.

       Gas production increased from first quarter levels in spite of the volume
  reductions  experienced in the San Juan Basin for routine annual  maintenance.
  Gas volumes achieved a record level of  approximately  1,250 mmcf/d at the end
  of the quarter as San Juan  production  returned  to normal  volumes and large
  production  increases were realized from the High Island A-371 platform in the
  Gulf of Mexico.  Second  quarter  oil  volumes  increased  over first  quarter
  primarily as a result of drilling  success in the company's  River Run project
  in the Williston Basin.

<PAGE>

       During the  quarter,  BR acquired  912,500  shares of its common stock to
  bring total 1996 purchases to 1,374,900 shares. Since it began acquiring stock
  in 1988, the company has purchased  approximately  28,692,000 shares or 19% of
  its original common stock  capitalization.  Yesterday,  the company's Board of
  Directors authorized  management to repurchase an additional 10 million shares
  of common stock from time to time depending on market conditions.


  Divestiture Program

       BR said it will  accelerate  its  divestiture  program which has improved
  operating   efficiency   and  financial   performance   through  the  sale  of
  non-strategic  properties.  Since 1994, BR has sold over 9,000 wells. Over the
  next twelve  months,  BR plans to sell its  interest in  approximately  20,000
  wells thus reducing its pre-1994  well count by over 50%. The proved  reserves
  associated with this  prospective  divestiture  approximate 800 BCFE while the
  related  production  represents about 10% of BR's currently  produced volumes.
  Shackouls  stated:  "This  program  is  designed  to  eliminate  non-strategic
  properties,  allowing  the  company to improve  its  operating  focus on those
  assets that have important upside potential.  Essentially,  this strategy is a
  redeployment  of  assets  into  higher  return  projects.  It is driven by the
  company's desire to increase its efficiency and exposure to meaningful  volume
  growth.  The  divestiture  program  comes at a time in our  industry  when the
  market for producing  properties is excellent with acquisition capital readily
  available."


  Reorganization

       This  accelerated  divestiture  program will allow BR to  reorganize  and
  reduce the number of its operating  areas from five to three.  The accelerated
  divestiture  program  and  reorganization  will  result  in  more  than  a 20%
  reduction  in the  company's  1995 level of  production  expenses and employee
  count and over a 10%  reduction  in  corporate  administrative  expenses.  The
  company plans to substantially complete the reorganization prior to the end of
  the third quarter.

       The company will continue to manage its San Juan Basin  operations out of
  its office located in Farmington, New Mexico. BR's Denver regional office will
  be closed and all of the company's remaining activities in the Rocky Mountain,
  Permian Basin and Mid-Continent  areas will be managed by BR's existing office
  located in Midland,  Texas.  The two regional offices located in Houston which
  currently oversee the company's onshore Gulf Coast and offshore Gulf of Mexico
  operations will be merged to form a single Gulf Coast Division.  Going forward
  the company intends to conduct operations  utilizing the Burlington  Resources
  name rather than that of Meridian Oil.

<PAGE>

  Sale Proceeds

       Proceeds from the divestiture  program will be used to fund the company's
  expanded  exploration  program  and  continued  share  repurchases.  Shackouls
  commented: "This asset rationalization program will position BR to continue as
  a  premier  low  cost   producer  of  oil  and  gas,   focused  on   increased
  profitability,  with substantial financial resources to invest in high quality
  exploration opportunities and in our common stock."

       Financial statement is attached.




























                           FORWARD-LOOKING STATEMENTS

This press release  contains  projections and other  forward-looking  statements
within the meaning of Section 21E of the Securities  Exchange Act of 1934. These
projections and statements  reflect the Company's  current views with respect to
future events and financial  performance.  No assurances can be given,  however,
that these  events will occur or that these  projections  will be  achieved  and
actual  results  could  differ  materially  from those  projected as a result of
certain  factors.  A discussion  of these  factors is included in the  Company's
periodic reports filed with the Securities and Exchange Commission.



<PAGE>

                               DIVESTITURE PROGRAM


 
                PACKAGE                                 RESERVES
                                                          (BCFE)
 
            Black Warrior Basin                          90 - 130

            Texas Gulf Coast                            150 - 200

            Rocky Mountain                                50 - 80

            Permian Basin                               150 - 180

            San Juan Basin                              270 - 300

<PAGE>
                            BURLINGTON RESOURCES INC.
                        CONSOLIDATED STATEMENT OF INCOME
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                 SECOND QUARTER                      SIX MONTHS
                                                              --------------------              -------------------
                                                            

                                                              1996            1995              1996           1995
                                                              ----            ----              ----           ----
                                                          

                                                                  (Dollars in Millions, Except per Share Amounts)

<S>                                                         <C>              <C>               <C>              <C>          
Revenues .................................................  $ 295            $ 211             $ 551            $ 426

Costs and Expenses .......................................    199              211               392              424
                                                              ---              ---               ---              ---
                                                                          

Operating Income .........................................     96               -                159                2
Interest Expense .........................................     28               28                57               54
Other Income (Expense) - Net .............................      1               (1)                2               (1)
                                                               --               --                --               --
                                                           

Income (Loss) Before Income Taxes ........................     69              (29)              104              (53)
Income Tax Expense (Benefit) .............................     21              (31)               18              (50)
                                                            
Net Income (Loss) ........................................  $  48            $   2             $  86            $  (3)
                                                            =====            =====             =====            ===== 
                                                            

                                                           


Earnings (Loss) per Common Share .........................  $ .38            $ .02             $ .68            $(.02)
                                                            =====            =====             =====            ===== 
                                                            

                                                           


Average Common Shares ....................................    126              127               127              127
                                                              ===              ===               ===              ===
                                                            
</TABLE>


         This financial statement should be read in conjunction with the
                            attached press release.



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