SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 8-K/A No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
October 22, 1997
(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>
AMENDMENT NO. 1
The undersigned registrant hereby amends its current report on Form 8-K
dated November 6, 1997 as set forth below.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired
The consolidated financial statements of The Louisiana Land
and Exploration Company ("LL&E"), including the notes thereto,
for the years ended December 31, 1996 and 1995 (incorporated
by reference to LL&E's Annual Report on Form 10-K for the year
ended December 31, 1996; Registration No. 1-959).
The unaudited consolidated financial statements of LL&E,
including the notes thereto, for the nine months ended
September 30, 1997 (incorporated by reference to LL&E's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1997; Registration No. 1-959).
(b) Pro forma financial information
The unaudited pro forma combined income statements for the
years ended December 31, 1996, 1995 and 1994 giving effect to
the Agreement and Plan of Merger("Merger")using the pooling of
interests method of accounting for business combinations
(incorporated by reference to the Burlington Resources Inc.
("BR") and LL&E Joint Proxy Statement for Special Meetings of
Stockholders to be held October 22, 1997/BR Prospectus;
Registration Statement No. 333-32603 on Form S-4 dated
September 15, 1997).
The unaudited pro forma combined financial statements for the
nine month period ended September 30, 1997 giving effect to
the Merger using the pooling of interests method of accounting
for business combinations are filed herewith as Exhibit 99.2.
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(c) Exhibits
Exhibit 2 - Agreement and Plan of Merger (incorporated by
reference to the BR and LL&E Joint Proxy Statement for Special
Meetings of Stockholders to be held October 22, 1997/BR
Prospectus; Registration Statement No. 333-32603 on Form S-4
dated September 15, 1997).
Exhibit 23 - Consent of KPMG Peat Marwick LLP, independent
auditors of LL&E.
Exhibit 99.2 - The unaudited pro forma combined financial
statements for the nine month period ended September 30, 1997
giving effect to the Merger using the pooling of interests
method of accounting for business combinations.
FORWARD-LOOKING STATEMENTS
This report (including the exhibits) 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 the
companies' 1996 Annual Reports on Form 10-K.
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<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.
(Registrant)
By /s/Philip W. Cook
Philip W. Cook
Vice President, Controller and
Chief Accounting Officer
Date: January 5, 1998
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Page
2 Agreement and Plan of Merger (incorporated by reference to the BR
and LL&E Joint Proxy Statement for Special Meetings of
Stockholders to be held October 22, 1997/BR Prospectus;
Registration Statement No. 333-32603 on Form S-4 dated September
15, 1997). --
23 Consent of KPMG Peat Marwick LLP, independent auditors of LL&E. 6
99.2 The unaudited pro forma combined financial statements for the
nine month period ended September 30, 1997 giving effect to the
Merger using the pooling of interests method of accounting for
business combinations. 7
5
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The Board of Directors
The Louisiana Land and Exploration Company
We consent to the incorporation by reference in the Form 8K/A of Burlington
Resources Inc. of our report dated February 7, 1997, related to the consolidated
balance sheets of the Louisiana Land and Exploration Company and subsidiaries
as of December 31, 1996 and 1995, and the related consolidated statements
of earnings (loss), stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1996, which report appears
in the December 31, 1996 annual report on Form 10-K of The Louisiana Land and
Exploration Company. Our report refers to the change in 1994 of the methods of
assessing the impairment of the capitalized costs of proved oil and gas
properties and other long-lived assets.
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
January 2, 1998
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<PAGE>
EXHIBIT 99.2
UNAUDITED PRO FORMA
COMBINED FINANCIAL STATEMENTS
STATEMENT OF INCOME
FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30, 1997
AND
BALANCE SHEET
AS OF SEPTEMBER 30, 1997
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<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
On July 17, 1997, Burlington Resources Inc. (the "Company") and The
Louisiana Land and Exploration Company ("LL&E") announced that they had entered
into an Agreement and Plan of Merger, pursuant to which a newly-formed
wholly-owned subsidiary of the Company would merge into LL&E ("Merger"). On
October 22, 1997, the Merger was consummated following the favorable votes of
each companies' stockholders. As a result of the Merger, LL&E became a
wholly-owned subsidiary of the Company.
Pursuant to the Merger, the Company issued 1.525 shares of its common
stock, par value $.01 per share, for each outstanding share of LL&E capital
stock. The Company will account for the Merger as a pooling of interests. The
Merger also qualifies as a tax-free reorganization. The transaction was valued
at approximately $3 billion based on the Company's closing stock price of $51.81
on October 22, 1997.
Descriptions of BR and LL&E are incorporated by reference to the
companies' Annual Reports on Form 10-K.
The following unaudited pro forma combined financial statements are
presented to give effect to the Merger of BR and LL&E using the pooling of
interests method of accounting. The income statement for the nine month period
ended September 30, 1997 assumes that the Merger had been consummated at the
beginning of the period presented. The balance sheet as of September 30, 1997
assumes that the Merger had been consummated on September 30, 1997. The
unaudited pro forma combined financial statements do not reflect any cost
savings and other synergies anticipated by BR management as a result of the
Merger and are not necessarily indicative of the results of operations or
financial position which would have occurred had the Merger been consummated at
the beginning of the period presented, nor are they necessarily indicative of
future results of operations or financial position. Additionally, the unaudited
pro forma combined statement of income excludes the non-recurring pretax
transaction costs of $80 million which were charged to operations in the fourth
quarter of 1997 when the Merger was consummated. The unaudited pro forma
combined financial statements should be read in conjunction with the historical
consolidated financial statements of BR and LL&E, including the notes thereto.
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<PAGE>
BR AND LL&E
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
<TABLE>
<CAPTION>
Nine Months Ended September 30, 1997
-----------------------------------------------------------------
Pro Forma Pro Forma
BR LL&E Adjustments Combined
----------- --------- ----------- ------------
(in millions, except per share amounts)
<S> <C> <C> <C> <C>
Revenues .................................... $ 987 $ 441 $ (1)(a) $ 1,427
Costs and Expenses .......................... 652 376 - 1,028
----------- --------- ----------- ------------
Operating Income ............................ 335 65 (1) 399
Interest Expense ............................ 84 22 - 106
Other Income - Net .......................... 58 8 1 (a) 67
----------- ---------- ----------- ------------
Income Before Income Taxes .................. 309 51 - 360
Income Tax Expense .......................... 60 18 - 78
----------- --------- ----------- ------------
Net Income .................................. $ 249 $ 33 $ - $ 282
=========== ========= =========== ============
Earnings per Common Share ................... $ 1.99 $ .97 $ 1.59
=========== ========= ============
Weighted Average Number of Common
Shares Outstanding ....................... 125 34 177(b)
=========== ========= ============
</TABLE>
See Notes to Unaudited Pro Forma Combined Financial Information.
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<PAGE>
BR AND LL&E
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
<TABLE>
<CAPTION>
September 30, 1997
--------------------------------------------------------
Pro Forma Pro Forma
BR LL&E Adjustments Combined
---------- ----------- ----------- ----------
(in millions)
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents ....................................... $ 429 $ 14 $ - $ 443
Short-term Investments .......................................... 51 - - 51
Accounts Receivable ............................................. 224 86 (7)(c) 303
Inventories ..................................................... 19 - 18 (c) 37
Other Current Assets ............................................ 23 11 - 34
---------- ----------- ---------- ----------
746 111 11 868
---------- ----------- ---------- ----------
Oil & Gas Properties (Successful Efforts Method) .................. 5,281 3,133 (11)(c) 8,403
Other Properties .................................................. 538 69 - 607
---------- ----------- ---------- ----------
5,819 3,202 (11) 9,010
Accumulated Depreciation, Depletion and Amortization .......... 2,220 2,001 - 4,221
---------- ----------- ---------- ----------
Properties - Net ........................................... 3,599 1,201 (11) 4,789
---------- ----------- ---------- ----------
Other Assets ...................................................... 88 40 2 (d) 130
---------- ----------- ---------- ----------
Total Assets ......................................... $ 4,433 $ 1,352 $ 2 $ 5,787
========== =========== ========== ==========
LIABILITIES
Current Liabilities
Accounts Payable ............................................... $ 191 $ 103 $ 77 (e)(g) $ 371
Taxes Payable .................................................. 62 2 (6)(f)(g) 58
Other Current Liabilities ...................................... 72 - - 72
---------- ----------- ---------- ----------
325 105 71 501
---------- ----------- ---------- ----------
Long-term Debt .................................................... 1,347 483 - 1,830
---------- ----------- ---------- ----------
Deferred Income Taxes ............................................. 116 85 - 201
---------- ----------- ---------- ----------
Other Liabilities and Deferred Credits ............................ 163 161 2 (d) 326
---------- ----------- ---------- ----------
Commitments and Contingent Liabilities
STOCKHOLDERS' EQUITY
Preferred Stock ................................................... - - - -
Common Stock ...................................................... 2 5 (5)(h) 2
Paid-in Capital ................................................... 2,933 61 5 (h) 2,999
Retained Earnings ................................................. 586 452 (71)(e) 967
---------- ----------- ---------- ----------
3,521 518 (71) 3,968
Cost of Treasury Stock ............................................ 1,039 - - 1,039
---------- ----------- ---------- ----------
Common Stockholders' Equity ....................................... 2,482 518 (71) 2,929
---------- ----------- ---------- ----------
Total Liabilities and Common Stockholders' Equity .. $ 4,433 $ 1,352 $ 2 $ 5,787
========== =========== ========== ==========
</TABLE>
See Notes to Unaudited Pro Forma Combined Financial Information.
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<PAGE>
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(a) Reflects the reclassification of gains on sale of oil and gas properties
by LL&E to conform to the presentation of BR.
(b) The pro forma weighted average number of common and equivalent shares
outstanding for the period has been calculated using the Exchange Ratio of
1.525 shares of BR Common Stock for each share of LL&E Stock.
(c) Reflects the reclassification of inventory by LL&E to conform to the
presentation of BR.
(d) Reflects the reclassification of the net prepaid pension asset by LL&E to
conform to the presentation of BR.
(e) Reflects the direct costs associated with the Merger of BR and LL&E of
$80 million. These costs primarily consist of $51 million for severance,
outplacement and related exit costs and $29 million for direct transaction
costs. These non-recurring costs were charged to operations in the fourth
quarter of 1997 when the Merger was consummated. It is expected that
substantially all of the costs related to this transaction will be paid
within a year.
(f) Reflects the $9 million income tax effect of the costs included in Note
(e) above.
(g) Reflects the reclassification of other taxes by LL&E to conform to the
presentation of BR.
(h) Reflects the exchange of BR Common Stock for LL&E Stock.
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