As filed with the Securities and Exchange Commission on July 19, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BURLINGTON RESOURCES INC.
(Exact name of registrant as specified in its charter)
Delaware 91-1413284
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
BURLINGTON RESOURCES CAPITAL I
(Exact name of registrant as specified in its charter)
Delaware 76-0572336
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
BURLINGTON RESOURCES CAPITAL II
(Exact name of registrant as specified in its charter)
Delaware 76-0572333
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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5051 Westheimer, Suite 1400
Houston, Texas 77056
(713) 624-9500
(Address, including zip code, and telephone number, including area
code, of registrants' principal executive offices)
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L. David Hanower, Esquire
Senior Vice President, Law and Administration
Burlington Resources Inc.
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)
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Copies to:
John Schuster, Esquire John W. White, Esquire
Cahill Gordon & Reindel Cravath, Swaine & Moore
80 Pine Street 825 Eighth Avenue
New York, New York 10005 New York, New York 10019
(212) 701-3000 (212) 474-1000
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Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
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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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |X|
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Maximum Amount
Title of Each Class Amount to Be Maximum Offering Price Aggregate Offering of
of Securities to Be Registered Registered(1)(2) Per Unit(3) Price(2)(3)(4) Registration
Fee
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<S> <C> <C> <C> <C>
Debt Securities of Burlington Resources Inc..
Common Stock of Burlington Resources Inc.(1).
Preferred Stock of Burlington Resources Inc..
Series A Preferred Stock Purchase Rights of
Burlington Resources Inc. (currently
traded with Common Stock)(1)..............
Trust Preferred Securities...................
Trust Preferred Securities Guarantees(5).....
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Total.................................... $1,000,000,000 100% $1,000,000,000 $125,100(6)
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(1) Certain series of securities are convertible into common stock. We are
registering an indeterminate number of shares of common stock for that
purpose. We are also registering rights to purchase Series A Junior
Participating Preferred Stock which trade with the common stock, but we
will not receive any additional consideration for them.
(2) In U.S. dollars or the equivalent in foreign currencies, currency units or
composite currencies. If we issue any debt securities at an original issue
discount, the amount registered will be whatever greater amount that
results in aggregate net proceeds of $1,000,000,000 for the registrants.
(3) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee.
(4) Exclusive of accrued interest or dividends, if any.
(5) We will not receive separate consideration for the trust preferred
securities guarantees. The guarantees include the rights of holders of
trust preferred securities under the guarantees and certain back-up
undertakings, comprised of obligations of Burlington Resources Inc. under
the subordinated indenture and related supplemental indentures and under
the declaration of trust of each of Burlington Resources Capital I and
Burlington Resources Capital II, each as described in the registration
statement.
(6) Fee calculation is based upon $450,000,000 of securities; excludes fees
previously paid in connection with $550,000,000 of securities remaining on
Registration Statement No. 333-52213.
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The Registrants hereby amend this registration statement on the date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this registration
statement shall become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended (the "Securities Act"), or until this
registration statement shall become effective on such date the Commission,
acting pursuant to said Section 8(a), may determine.
The prospectus contained in this registration statement also relates to
Registration Statement No. 333-52213 pursuant to Rule 429 under the Securities
Act and constitutes post-effective Amendment No. 1 to such registration
statement.
<PAGE>
PROSPECTUS
$1,000,000,000
BURLINGTON RESOURCES INC.
Debt Securities
Common Stock
Preferred Stock
BURLINGTON RESOURCES CAPITAL I
BURLINGTON RESOURCES CAPITAL II
The Trusts
Trust Preferred Securities Fully and Unconditionally
Guaranteed by Burlington Resources Inc.
Burlington Resources Inc. may offer, from time to time, in one or more
series
o unsecured senior debt securities;
o unsecured subordinated debt securities;
o shares of common stock; and
o shares of preferred stock.
From time to time, the trusts may offer trust preferred securities fully
and unconditionally guaranteed on a subordinated basis by Burlington Resources
Inc.
The securities
o will have a maximum aggregate offering price of $1,000,000,000;
o will be offered at prices and on terms to be set forth in an
accompanying prospectus supplement;
o may be denominated in U.S. dollars or in other currencies or currency
units;
o may be offered separately or together, or in separate series; and
o may be listed on a national securities exchange, if specified in an
accompanying prospectus supplement.
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Burlington Resources Inc.'s common stock is listed on the New York Stock
Exchange under the symbol "BR."
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The securities may be sold directly, through agents from time to time or
through underwriters and/or dealers. If any agent of the issuers or any
underwriter is involved in the sale of the securities, the name of the agent or
underwriter and any applicable commission or discount will be set forth in the
accompanying prospectus supplement.
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This prospectus may be used to offer and sell securities only if
accompanied by a prospectus supplement.
The date of this prospectus is , 1999
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TABLE OF CONTENTS
Page
Where You Can Find More Information..........................................1
Incorporation of Certain Documents By Reference..............................2
Forward-Looking Statements...................................................3
The Company..................................................................3
The Burlington Resources Trusts..............................................3
Use of Proceeds..............................................................4
Ratio of Earnings to Fixed Charges...........................................4
Description of Debt Securities...............................................5
Description of Capital Stock................................................13
Description of the Trust Preferred Securities and Trust Guarantees..........17
Plan of Distribution........................................................21
Legal Matters...............................................................22
Experts.....................................................................22
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WHERE YOU CAN FIND MORE INFORMATION
We and the Burlington Resources trusts have filed a joint registration
statement with the Securities and Exchange Commission; however, we did not
include separate financial statements of the Burlington Resources trusts in this
prospectus. We do not consider those financial statements material to holders of
any securities the trusts may offer, because
o all of the voting rights of the trusts will be owned by Burlington
Resources Inc., either directly or through a wholly-owned subsidiary
of Burlington Resources Inc., which files regular reports with the
SEC;
o the trusts do not have independent operations - we created them for
the sole purpose of issuing the trust preferred securities, the
proceeds of which will be invested in our subordinated debt
securities; and
o we will fully and unconditionally guarantee the trusts' obligations
and the rights of holders on a subordinated basis.
Detailed information about our guarantee of the trusts' obligations is on
page 14 of this prospectus under the heading "Description of the Trust Preferred
Securities and Trust Guarantees." In addition, each time we offer to sell
securities, whether by the trusts or by Burlington Resources Inc., we will
provide a prospectus supplement that will contain specific information about the
terms of that offering, including any guarantees. The prospectus supplement may
also add, update or change information contained in this prospectus. This
prospectus, together with the prospectus supplements, will include or refer you
to all material information relating to each offering.
This prospectus does not contain all the information set forth in the
registration statement, certain parts of which are omitted in accordance with
the rules and regulations of the SEC. For more information about Burlington
Resources Inc., the Burlington Resources trusts and the securities covered by
this prospectus you should see the registration statement and the exhibits and
schedules. Any statement made in this prospec-
<PAGE>
tus concerning the provisions of the documents may be incomplete, and you should
refer to the copy of such documents filed as an exhibit to the registration
statement with the SEC.
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. These filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may obtain information
on the operation of the SEC's public reference rooms by calling the SEC at
1-800-SEC-0330. You may also read and copy any document we file at these rooms
located at:
- 450 Fifth Street, N.W., Washington, DC 20549;
- 7 World Trade Center, New York, NY 10048; and
- Citicorp Center, 500 W. Madison St., Chicago, IL 60661.
You can also inspect these materials at the New York Stock Exchange at 20
Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information we file with the SEC after
the date of this prospectus will automatically update and supersede this
information.
We incorporate by reference the following documents and any future filings
with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until
our offering is complete:
o Annual Report on Form 10-K for the fiscal year ended December 31, 1998;
o Quarterly Report on Form 10-Q for the three-month period ended March 31,
1999;
o Current Report on Form 8-K filed with the SEC on March 3, 1999;
o The description of the common stock contained in our Rule 424(b)
Prospectus, dated July 7, 1988; and
o The description of our rights agreement contained in our Registration
Statement on Form 8-A filed with the SEC on December 18, 1998.
On request, we will provide without charge a copy of any or all of the
above documents incorporated by reference (other than exhibits to documents,
unless the exhibits are specifically incorporated by reference into the
documents that this prospectus incorporates). Send your written or oral requests
to: Wendi S. Zerwas, Corporate Secretary, Burlington Resources Inc., 5051
Westheimer, Suite 1400, Houston, Texas 77056, telephone: (713) 624-9500.
You should rely only on the information we incorporate by reference or
provide in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of the securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
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FORWARD-LOOKING STATEMENTS
This prospectus contains projections and other forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934.
Sometimes these statements will contain words such as "believes," "expects,"
"intends," "plans'" and other similar words. These projections and statements
reflect our current views with respect to future events and financial
performance. We can not assure you, however, that these events will occur or
that these projections will be achieved, and our actual results could differ
materially from those projected because of various risks, uncertainties and
other important factors. These risks, uncertainties and factors include:
o fluctuations in commodity pricing and demand;
o risks associated with exploring for, developing and producing crude
oil and natural gas;
o risks associated with large development projects;
o risks inherent in foreign operations such as changes in laws,
policies, regulations, taxation and political climate;
o competition for raw materials and customers in the crude oil and
natural gas industry;
o changes in laws and regulations affecting our operations; and
o potential environmental liabilities.
Given these uncertainties, you should not place undue reliance on these
forward-looking statements. You should read the description of these factors
under the caption "Forward-Looking Statements" in our 1998 Form 10-K.
THE COMPANY
Burlington Resources Inc. is a holding company engaged, through its
principal subsidiaries, Burlington Resources Oil & Gas Company and The Louisiana
Land and Exploration Company and their affiliated companies, in the exploration,
development, production and marketing of oil and gas. We are the largest U.S.
independent oil and gas company based on total proved U.S. reserves, and second
largest U.S. based independent oil and gas company based on total proved
worldwide reserves, which were estimated at 8.0 trillion cubic feet of gas
equivalent at December 31, 1998.
Our principal executive offices are located at 5051 Westheimer, Suite 1400,
Houston, Texas 77056 and our telephone number is (713) 624-9500.
THE BURLINGTON RESOURCES TRUSTS
Each of Burlington Resources Capital I and Burlington Resources Capital II
is a statutory business trust formed under Delaware law through the filing of a
certificate of trust with the Delaware Secretary of State. Each trust's business
is defined in a declaration of trust which has been executed by Burlington
Resources Inc., as sponsor for each of the trusts, and the trustees for each of
the trusts. Unless we state otherwise in the prospectus supplement, each trust
exists exclusively to:
o issue and sell the trust preferred securities and the trust common
securities;
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o invest the gross proceeds of the sale of the trust preferred
securities and trust common securities in a specific series of
subordinated debt securities; and
o engage in only those other activities necessary or incidental to
carrying out the first two purposes.
All of the trust common securities will be owned by Burlington Resources
Inc. The trust common securities will rank equally, and payments will be made on
the trust common securities pro rata, with the trust preferred securities.
However, upon an event of default under the declaration of a particular trust,
holders of the trust preferred securities have a right to be paid before the
holders of the trust common securities on distribution and on liquidation,
redemption and otherwise.
Burlington Resources Inc. will acquire trust common securities having an
aggregate liquidation amount equal to a minimum of 1% of the total capital of
each trust. Each trust will have a term of at least 20 but not more than 50
years, but may terminate earlier as provided in the applicable declaration of
trust.
Each trust's business and affairs will be conducted by its trustees, whose
obligations and duties will be governed by the declaration of trust. The
holder(s) of the trust common securities will be entitled to appoint, remove or
replace any of, or increase or reduce the number of, the trustees of each trust.
At least one of the trustees of each of the trusts will be a person who is an
employee or officer of or an affiliate of Burlington Resources Inc. One trustee
of each trust will be a financial institution that is not affiliated with
Burlington Resources Inc. and will act as property trustee and as indenture
trustee for the purposes of the Trust Indenture Act of 1939, as amended. A more
detailed description of these provisions will be contained in the prospectus
supplement.
Unless the property trustee maintains a principal place of business in
Delaware and otherwise meets the requirements of applicable law, one trustee of
each trust will be either an individual or a company who has a residence or a
principal place of business in Delaware. We will pay all fees and expenses
related to each trust and the offering of securities. Unless otherwise set forth
in the prospectus supplement, the property trustee will be Chase Bank of Texas,
National Association, and the Delaware trustee will be Chase Manhattan Bank
Delaware. The office of the Delaware trustee is 1201 Market Street, Wilmington,
Delaware 19801. The principal place of business of each trust is c/o Burlington
Resources Inc., 5051 Westheimer, Suite 1400, Houston, Texas 77056, telephone:
(713) 624-9500.
USE OF PROCEEDS
Unless we set forth other uses of proceeds in the prospectus supplement, we
will use the net proceeds of the sale of the securities described in this
prospectus and any prospectus supplement for general corporate purposes. These
may include the reduction of outstanding indebtedness, working capital
increases, capital expenditures or acquisitions. Unless we set forth other uses
of proceeds in the prospectus supplement, each trust will use all proceeds
received from the sale of trust preferred securities to purchase subordinated
debt securities. We intend to use the net proceeds from the sale of subordinated
debt securities for the general corporate purposes described above.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratios of earnings to fixed
charges for the indicated periods.
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<TABLE>
<CAPTION>
Three Months Ended Year Ended December 31,
March 31, 1999 1998 1997 1996 1995 1994
- ------------------ -------------- ---------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
-- 1.48x 3.48x 3.48x -- --
</TABLE>
Total earnings available for fixed charges for the three months ended March
31, 1999 and for the years ended 1995 and 1994 were inadequate to cover total
fixed charges in the amount of approximately $14 million, $567 million and $274
million, 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 treated as
interest.
DESCRIPTION OF DEBT SECURITIES
The following description of the debt securities sets forth certain general
terms and provisions of the debt securities to which this prospectus and any
prospectus supplement may relate. The particular terms of any series of debt
securities and the extent to which the general provisions may apply to a
particular series of debt securities will be described in a prospectus
supplement relating to that series. We may issue senior debt securities under an
existing indenture with Citibank, N.A., as trustee, or subordinated debt
securities under an indenture with a trustee to be named in the prospectus
supplement.
We have summarized selected provisions of the indentures below. The summary
is not complete. The senior indenture has been filed, and before we sell
subordinated securities the subordinated indenture will be filed, as exhibits to
the registration statement of which this prospectus is a part. You should read
the indentures for provisions that may be important to you.
Because we have included only a summary of the indenture terms, you must
read the indenture in full to understand every detail of the terms of the debt
securities. If you would like to read the entire indenture, see "Where You Can
Find More Information."
General
The debt securities will be unsecured obligations of Burlington Resources
Inc. Neither indenture limits the amount of debt securities we may issue.
You should read the prospectus supplement relating to the particular series
of debt securities for the following terms of the offered debt securities:
o the title of the debt securities;
o any limit upon the aggregate principal amount of the debt securities;
o the dates on which the principal of the debt securities is payable;
o the interest rate of the debt securities, or the method for
calculating the interest rate, and the date or dates from which
interest will accrue;
o the interest payment dates and the record dates for the interest
payment dates;
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o places where payments of the principal and interest, if any may be
made on the debt securities;
o the terms and conditions upon which, the debt securities may be
redeemed at our option or otherwise;
o any mandatory or optional sinking fund or analogous provisions;
o the denominations in which the debt securities are issuable;
o whether any portion of the principal amount of such debt securities is
payable upon declaration of the acceleration of the maturity thereof;
o if other than U.S. dollars, the currency or currency units in which
the debt securities are denominated and/or in which payment of the
principal of (and premium, if any) and/or interest on the debt
securities will or may be payable;
o any deletions, modifications or additions to the events of default or
our covenants pertaining to the debt securities;
o whether the debt securities will be convertible into or exchangeable
for other securities or other property; and
o any other terms not inconsistent with the indentures, including,
without limitation, the addition of covenants applicable to the debt
securities.
Unless otherwise indicated in the prospectus supplement, we will issue the
debt securities only in fully registered form without coupons in denominations
of $1,000 or any integral multiple thereof. There will not be any service charge
for any registration of transfer or exchange of debt securities, but we may
require payment of a sum sufficient to cover any tax or other governmental
charge.
Ranking of Debt Securities
The senior debt securities will be unsecured and will rank equally and
ratably with our other unsecured and unsubordinated debt.
The subordinated debt securities will be junior in right of payment to all
of our senior indebtedness to the extent described in the prospectus supplement.
Covenants of Burlington Resources Inc.
The indentures contain, among others, the covenants summarized below, which
will be applicable (unless waived or amended) to any series of debt securities
which are outstanding, unless stated otherwise in the prospectus supplement
relating to a particular series.
Important Definitions. The following definitions will help in understanding
the meaning of certain words and phrases used in the indenture covenants and
discussed in the summary:
The term "funded debt" means all debt:
o maturing one year or more from its creation;
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o all debt directly or indirectly renewable or extendible, at the option
of the debtor, by its terms or by the terms of any related instrument
or agreement, to a date one year or more from its creation; and
o 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.
The term "lien" means any mortgage, pledge, lien, charge, security
interest, conditional sale or other title retention agreement or similar
encumbrance.
The term "principal property" means:
o any property which we or any of our subsidiaries own or lease or in
which we or any of our subsidiaries have an interest which we consider
capable of producing gas or oil in commercial quantities located
within the United States of America or the Dominion of Canada
(including property located off the coast of the United States of
America or the Dominion of Canada held pursuant to lease from any
federal, state, provincial or other governmental body); and
o any refinery, processing or manufacturing plant which we or our
subsidiaries own or lease that is located within the United States of
America or any state thereof or the Dominion of Canada or any province
or territory thereof,
The following are not included in the term "principal properties"
o related facilities employed in transportation, distribution or
marketing; or
o any plant which in the opinion of our board of directors is not a
principal plant in relation to our activities and the activities of
our restricted subsidiaries as a whole.
The term "restricted subsidiary" means any subsidiary which owns or leases
a principal property, either as a lessor or lessee. This term does not include
any subsidiary if its principal business 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.
The term "subsidiary" means a corporation in which we and/or one or more of
our subsidiaries own more than 50% of the outstanding voting stock, either
directly or indirectly through intermediary subsidiaries.
Limitation on Liens. The indentures provide that, so long as any debt
securities issued under the indentures are outstanding, we will not, and will
not allow any of our subsidiaries to, permit any liens on any principal property
or on any stock or outstanding indebtedness unless the debt securities are also
secured. These restrictions will not apply to:
o any lien upon property owned or leased by or upon stock or debt of any
corporation existing at the time it becomes a restricted subsidiary;
o any lien upon property or upon stock or debt existing at the time it
is acquired;
o any lien to secure the payment of all or any part of the purchase
price of property or to secure any debt incurred prior to, at the time
of or within 180 days after it is acquired for the purpose of
financing all or any part of the purchase price, other than a purchase
by one of our subsidiaries from a restricted subsidiary or from us;
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o any lien upon property to secure all or any part of the cost of
exploration, drilling, development, construction, alteration, repair
or improvement of all or any part of the property, or debt incurred
prior to, at the time of or within 180 days after the completion of
the exploration, drilling, development, construction, alteration,
repair or improvement for the purpose of financing all or any part of
the cost, provided that the cost is incurred to obtain, or materially
increase the production and revenues from, the property;
o any lien secured by pipeline assets of El Paso Natural Gas Company;
o any lien securing debt of a restricted subsidiary owing to us or to
another of our restricted subsidiaries;
o any lien existing at the date of the applicable indenture; and
o any extension, renewal or replacement in whole or in part of any lien
referred to in the previous clauses; except that the principal amount
of secured debt may not exceed the principal amount of secured debt
prior to the extension or renewal or replacement, and the lien must be
limited to all or part of the property which was subject to the lien
prior to the extension, renewal or replacement (plus improvements on
the property).
In addition, we and any one or more of our restricted subsidiaries may
permit a lien on our principal property so long as the
o debt secured by the lien and all similar liens; and
o all net sale proceeds from sale and leaseback transactions not
specifically permitted by the "Limitation on Sale and Leasebacks"
covenant
does not exceed 5% of our total consolidated stockholders' equity as shown on
the audited consolidated balance sheet contained or incorporated by reference in
our latest annual report on Form 10-K.
Under the indentures, the following types of transactions will not be
deemed to create indebtedness secured by liens:
o the sale or other transfer of oil, gas or other minerals in place for
a period of time until, or in an amount such that, the transferee will
realize a specified amount of money or minerals, or the sale or other
transfer of any other interest in property of the character commonly
referred to as a production payment; and
o liens required by any contract or statute in order to permit us or any
of our subsidiaries to perform any contract or subcontract made with
or at the request of the United States, any state or any department,
agency or instrumentality of either entity.
Limitation on Sale and Leasebacks. We will not, and will not permit any of
our restricted subsidiaries to, enter into any sale and leaseback transaction
with respect to any principal property with any person (other than ourselves or
a subsidiary of ours), unless either of the two following conditions is met:
o the sale and leaseback transaction occurs within 180 days from the
date of acquisition of the property or the date of the completion of
construction or commencement of full operations on the property,
whichever is later, or
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<PAGE>
o we, within 120 days after the sale and leaseback transaction, use the
net proceeds of the transaction to retire our funded debt or the
funded debt of any of our subsidiaries (other than debt that is
subordinate in right of payment to the securities).
We may, and we may permit any restricted subsidiary to, effect any sale and
leaseback transaction involving any principal property, if:
o the net sale proceeds from the sale and leaseback transaction, and
o all debt secured by liens not specifically excluded pursuant to the
"Limitation on Liens" covenant
does not exceed 5% of our total consolidated stockholders' equity as shown on
the audited consolidated balance sheet contained or incorporated by reference in
our latest annual report on Form 10-K.
The provisions of this covenant shall also not prevent any sale and
leaseback transaction involving a lease for a period, including renewals, of not
more than 36 months.
Merger and Consolidation
We may, without the consent of any holders of outstanding debt securities,
consolidate with or merge into, or sell or convey our assets substantially as an
entirety to, any other corporation, provided that:
o the person formed by such consolidation or into which we are merged or
which acquires our assets expressly assumes our obligations on the
debt securities and under the indentures; and
o other conditions described in the indentures are met.
Upon compliance with these provisions, we will be relieved of our
obligations under the indentures and the debt securities.
Events of Default; Rights on Default
Each of the indentures defines an event of default with respect to debt
securities of any series as any of the following events:
o we fail to pay interest for 30 days after it is due;
o we fail to pay principal when due;
o we fail to deposit any sinking fund payment when due;
o we default for 60 days after appropriate notice in the performance of
any other covenant in the debt securities or the applicable indenture;
or
o we have an event of bankruptcy, insolvency or reorganization.
If an event of default occurs with respect to a particular series (but not
all series) of debt securities as a result of a failure to make a principal or
interest payment or because of a failure to perform another covenant, the
principal amount of all outstanding debt securities of that particular series
and accrued interest may be declared due and payable immediately by either:
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o the trustee; or
o the holders of at least 25% in principal amount of that series.
If an event of default occurs with respect to all series of debt securities
as a result of a failure to perform a covenant or because of bankruptcy,
insolvency or reorganization, the principal amount of all outstanding debt
securities and accrued interest may be declared due and payable immediately by
either:
o the trustee; or
o the holders of at least 25% in principal amount of all outstanding
debt securities under the indenture.
The holders of a majority in principal amount of the outstanding debt
securities of any series affected, with each series voting as a separate class,
have the power to direct 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. However, the direction must not conflict with any rule
of law or the indentures. Before proceeding to exercise any right or power under
the indentures at the direction of the holders, the trustee will be entitled to
receive from the holders reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with their
direction.
We must furnish the trustee annually with a statement that, to the best
knowledge of the officers signing the statement, we are not in default in the
performance of the terms of the indentures or, if the officers know that we are
in default, specifying the default. The indentures require the trustee to give
to all holders of outstanding debt securities notice of any default by us,
unless the default has been cured or waived. However, except for a default in
the payment of principal of or interest on any outstanding debt securities, the
trustee can withhold notice if the board of directors, the executive committee
or a trust committee of directors or officers of the trustee in good faith
determine that withholding notice is in the interest of the holders of the
outstanding debt securities.
Defeasance
If any series of debt securities have either:
o become due and payable or are by their terms due and payable within
one year; or
o are to be called for redemption within one year,
the indentures provide that we may discharge substantially all of our
obligations to holders of these series of debt securities that have not already
been delivered to the trustee for cancellation by irrevocably depositing with
the trustee enough funds to pay the principal of and interest on the debt
securities when the series matures.
We can also discharge substantially all of our obligations for any series
of debt securities, including our obligations under the covenants in the
indentures, by irrevocably depositing with the trustee enough funds to pay the
principal of and interest on the debt securities when the series matures. We
must also obtain an opinion of counsel or a favorable ruling of the Internal
Revenue Service to the effect that as a result of the defeasance, holders of
that series of debt securities will not recognize income, gain or loss for
federal income tax purposes, and will be subject to federal income tax on the
same amount, in the same manner and at the same time as would have been the case
if such defeasance had not occurred.
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Changes in Control and Highly Leveraged Transactions
The indentures do not contain provisions requiring us to redeem or to
adjust the terms of the debt securities upon a change in control.
Other than restrictions on liens and sale and leaseback transactions
described under "--Covenants of Burlington Resources Inc." above, the indentures
do not contain any covenants or other provisions designed to afford holders of
the debt securities protection in the event of a highly leveraged transaction.
Modification of the Indentures
The indentures provide that we and the trustee may enter into supplemental
indentures without the consent of the holders of debt securities to:
o secure any of the debt securities;
o evidence the assumption by a successor corporation of our obligations,
as described under "--Merger and Consolidation" above;
o add covenants and events of default for the protection of the holders
of all or any particular series of debt securities;
o change or eliminate any of the provisions of the indentures, 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;
o establish the forms or terms of debt securities of any series;
o cure any ambiguity or correct any inconsistency in the indentures; or
o evidence the acceptance of appointment by a successor trustee.
The indentures also contain provisions permitting us and the trustee to add
any provisions to, or change in any manner or eliminate any of the provisions
of, the indentures, or modify in any manner the rights of the holders of such
debt securities with the consent of the affected holders of at least a majority
in principal amount of all series of debt securities then outstanding, with each
such series voting as a separate class. However, we and the trustee may not,
without the consent of the affected holder of each outstanding debt security:
o change the stated maturity of the principal of or any installment of
interest on any debt security;
o reduce the principal amount;
o reduce the rate of interest;
o change the place of payment where, or the coin or currency in which,
interest is payable;
o impair the right to institute suit for the enforcement of any payment
when due; or
o reduce the percentage in principal amount of debt securities requiring
consent of holders for any modification.
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Book-Entry Debt Securities -- Registration, Transfer, Exchange and Payment
We intend to issue each series of debt securities in "book-entry" form,
represented by one or more global certificates registered in the name of The
Depository Trust Company, New York, New York ("DTC"), or its nominee. However,
we reserve the right to issue debt securities in certificate form registered in
the names of the holders of the debt securities.
Ownership of beneficial interests in the global certificates representing
the particular series of debt securities will be limited to persons who have
accounts with DTC ("participants"), or persons that may hold interests through
participants. DTC will keep on its computerized book-entry and transfer system a
record of the principal amounts of debt securities held in the accounts of the
participants. Participants, in turn, will keep records of the interests of their
clients who have purchased debt securities through them. Beneficial interests in
the global certificates may be shown only on, and may be transferred only
through, records maintained by DTC and its participants. The laws of some states
require that certain purchasers of securities take delivery of the securities
only in certificate form. These laws may limit the ability of holders of
beneficial interests in the global certificates to transfer those interests to
certain persons who might otherwise wish to purchase those interests.
DTC has provided us the following information: DTC is a limited-purpose
trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the United States
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
securities that its participants deposit with DTC. DTC also records the
settlement among participants of securities transactions, such as transfers and
pledges, in deposited securities through computerized records for participants'
accounts. This eliminates the need to exchange certificates. Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant. The rules that apply to DTC and its participants are on file with
the SEC.
DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., The American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.
Payments of interest and principal will be made to DTC, who in turn will
credit payment to the accounts of its participants. It is DTC's current
practice, upon receipt of any payment of principal or interest, to credit
participants' accounts on the payment date according to their respective
holdings of beneficial interests in the global certificates as shown on DTC's
records. In addition, it is DTC's current practice to assign any consenting or
voting rights to participants whose accounts are credited with certificates on a
record date, by using an omnibus proxy. Payments by participants to holders of
beneficial interests in the global certificates, and voting by participants,
will be governed by the customary practices between the participants and holders
of beneficial interests, as is the case with securities held for the account of
customers registered in "street names."
We, the trustee and the paying agent will treat DTC as the sole owner of
the global certificates for all purposes. Accordingly, we, the trustee and any
paying agent will have no responsibility or liability:
o for the records relating to beneficial ownership interests in the
global certificates; or
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o for the payments of principal and interest due for the accounts of
beneficial holders of interest in the global certificates.
Unless we decide to issue the debt securities in certificate form, the
global certificates representing a series of debt securities may not be
transferred. However, a global certificate may be transferred by DTC to its
nominees or successors.
A series of debt securities represented by global certificates will be
exchangeable for debt securities in certificate form with the same terms in
authorized denominations only if:
o DTC notifies us that it is unwilling or unable to continue as
depositary or if DTC ceases to be a clearing agency registered under
applicable law, and we do not appoint a successor depositary within 90
days; or
o we decide not to require all of the debt securities of a series to be
represented by global certificates and notify the trustee of that
decision.
We have obtained the foregoing information concerning DTC and DTC's
book-entry system from DTC and other sources it believes reliable, but we take
no responsibility for the accuracy of this information.
Applicable Law
The debt securities and the indentures will be governed by and construed in
accordance with the law of the State of New York.
Senior Trustee
Citibank, N.A. is the trustee under the indenture for senior debt
securities. Citibank, N.A. serves as trustee under various indentures relating
to our obligations. We have customary banking relationships with Citibank, N.A.,
including its participation as one of the agent banks in our revolving credit
agreements.
DESCRIPTION OF CAPITAL STOCK
Our certificate of incorporation authorizes the issuance of 325,000,000
shares of common stock and 75,000,000 shares of preferred stock, of which
3,250,000 shares are designated Series A Junior Participating Preferred Stock.
As of June 30, 1999, there were 177,493,347 shares of common stock outstanding
held by approximately 20,704 holders of record, excluding holders whose shares
of record are held by brokers. As of June 30, 1999, there were no shares of
preferred stock issued or outstanding. Because the following description of our
capital stock is a summary, it does not contain all the information that may be
important to you. You should read the following documents for more complete
information:
o our certificate of incorporation, as amended;
o our by-laws, as amended; and
o the Rights Agreement, effective December 16, 1998, as amended, between
us and BankBoston, N.A., as Rights Agent.
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Common Stock
The holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Subject to
preferences that may be applicable to any outstanding preferred stock, holders
of common stock are entitled to receive ratably any dividends as may be declared
by our board of directors out of legally available funds. In the event of our
liquidation, dissolution or winding up, holders of common stock are entitled to
share ratably in all assets remaining after payment of liabilities and the
liquidation preference of any outstanding preferred stock. Holders of common
stock have no preemptive rights and have no rights to convert their common stock
into any other securities and no redemption provisions apply to the common
stock. All of the outstanding shares of common stock are, and the shares offered
hereby will be, fully paid and nonassessable.
Preferred Stock
Our certificate of incorporation authorizes our board of directors to issue
shares of preferred stock in one or more series. The board of directors is
authorized to designate, for each series of preferred stock, the number of
shares of such series, the voting powers, if any, of the shares of such series
and the designations, preferences and relative, participating, optional or other
special rights and the qualifications, limitations or restrictions. You should
read the certificate of designation relating to a particular series of preferred
stock for specific terms.
We have no present plans to issue any of the preferred stock, except as
required under the Rights Agreement.
Rights Agreement
Each share of common stock currently has a right associated with it.
Generally, each right consists of the right to purchase, for $200, 1/100 of a
share of our Series A Junior Participating Preferred Stock. The terms of the
rights are set forth in the rights agreement.
The rights may be exercised only if the distribution date occurs. The
distribution date is the earlier of either:
o the first date that it is publicly announced that a person or group
has acquired 15% or more of our voting power; or
o the date that is 10 business days (or a later date selected by our
board of directors) after a person or group begins, or announces an
intention to begin, a tender or exchange offer for 15% or more of our
voting power.
If a person or group acquires 15% or more of our voting power without the
prior approval of the board of directors, then our stockholders, other than the
acquiror, will be entitled to purchase, for $200, our common stock, or, in
certain circumstances, cash, property or our other securities, with a market
value equal to $400. This is commonly referred to as the "flip-in" feature of
the rights.
If a person or group acquires 15% or more of our voting power without the
prior approval of the board of directors and then either acquires us in a merger
or other business combination transaction or causes the sale or transfer of more
than 50% of our assets or earning power, then our stockholders, other than the
acquiror, will be entitled to purchase, for $200, common stock of the acquiror
with a market value equal to $400. This is commonly referred to as the
"flip-over" feature of the rights.
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The rights will expire automatically in 10 years, on December 16, 2008, but
we have the option of redeeming or exchanging the rights prior to that time.
We may redeem all of the rights at any time before a person or group
announces that it has acquired 15% or more of our voting power. The
circumstances under which we may redeem the rights are more fully described in
the rights agreement. Each right may be redeemed at the price of $.01 per right.
The rights cannot be exercised until after the redemption period has passed. If
we were to redeem the rights, the rights will no longer be exercisable and will
terminate.
Furthermore, we may exchange all or a portion of the rights at any time
after a person or group acquires 15% or more of our voting power, at an exchange
ratio of one share of common stock per right. If the board of directors were to
order the exchange of the rights, the rights will no longer be exercisable and
will terminate. Until a right is exercised or exchanged, the holder of that
right will not have any rights as a stockholder, including the right to vote or
receive dividends, simply as a result of being a holder of that right.
Each 1/100 of a share of Series A Junior Participating Preferred Stock that
may be issued upon exercise of a right is intended to be comparable to one share
of common stock with respect to dividend, voting, liquidation and other rights.
The Series A Junior Participating Preferred Stock will rank junior to all other
series of our preferred stock with respect to dividend payments and
distributions of assets in liquidation. The Series A Junior Participating
Preferred Stock will not be redeemable.
Provisions Affecting Control of Burlington Resources Inc.
Certificate of Incorporation. Under the Delaware General Corporation Law
(the "DGCL"), the approval by the affirmative vote of the holders of a majority
of the outstanding stock of a corporation entitled to vote on the matter
generally is required for a merger, consolidation or sale, lease or exchange of
all or substantially all the corporation's assets to be consummated. Our
certificate of incorporation provides certain restrictions on business
combinations with interested stockholders or their affiliates. Accordingly, our
certificate of incorporation requires the affirmative vote of at least 51% of
the voting stock, excluding the vote of any interested stockholder, for the
adoption or authorization of a business combination unless:
o the disinterested directors determine that the interested stockholder
is the beneficial owner of at least 80% of the voting stock and has
agreed to vote in favor of the business combination; or
o the fair market value of the consideration per share to be received by
the stockholders in the business combination is equal to or greater
than the consideration paid by an interested stockholder in acquiring
the largest number of shares of that class of stock previously
acquired in any one transaction or series of related transactions and
the interested stockholder has not received the benefit of any loans,
advances, guarantees, pledges or other financial assistance provided
by us.
Directors. The DGCL permits the certificate of incorporation or the by-laws
of a corporation to contain provisions governing the number and qualifications
of directors. However, if the certificate of incorporation contains provisions
fixing the number of directors, that number may not be changed without amending
the certificate of incorporation. Our by-laws state that the number of directors
shall be any number not less than one, determined from time to time by a vote of
a majority of the directors then in office. A resolution of the board of
directors currently fixes the number of directors at twelve. Pursuant to our
by-laws, directors are elected at the annual meeting of stockholders for a term
of one year.
Amendments to the Certificate of Incorporation. Under the DGCL, a proposed
amendment to the certificate of incorporation requires a resolution adopted by
the board of directors and, unless otherwise provided in the certificate of
incorporation, the affirmative vote of the holders of a majority of the
outstanding
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stock entitled to vote thereon and (if applicable) the affirmative vote of the
holders of a majority of the outstanding stock of each class entitled to vote
thereon as a class. If any amendment would adversely affect the rights of any
holders of shares of a class or series of stock, the vote of the holders of a
majority of all outstanding shares of the class or series, voting as a class, is
also necessary to authorize the amendment. Our certificate of incorporation
provides that no amendment to the certificate of incorporation shall amend,
alter or repeal the provisions of Article 14 (action by stockholders without a
meeting) or Article 15 (special voting requirements) without the affirmative
vote of not less than 51% of the voting stock (as it is defined in the
certificate of incorporation).
By-Laws. Under the DGCL, the power to adopt, alter and repeal the by-laws
is vested in the stockholders, except to the extent that a corporation's
certificate of incorporation or by-laws vest it in the board of directors.
However, the conferral of the power to adopt, alter and repeal the by-laws upon
the directors does not divest the stockholders of their power to adopt, amend or
repeal the by-laws. Our certificate of incorporation grants the board of
directors the power to make and alter the by-laws subject to certain
restrictions and the provisions of the by-laws. With certain exceptions and
subject to the power of the stockholders to amend and alter the by-laws, the
by-laws provide that the by-laws may be altered or repealed:
o by the affirmative vote of the holders of a majority of shares present
and entitled to vote at a meeting of stockholders; or
o by the affirmative vote of a majority of the whole board of directors.
Special Meetings. The DGCL provides that a special meeting of stockholders
may be called by the board of directors or by any person or persons authorized
by a corporation's certificate of incorporation or by-laws. Our by-laws provide
that special meetings may be called only by our board of directors, our chairman
of the board, or our president.
Written Consent of Stockholders. Under the DGCL, unless otherwise provided
in the corporation's certificate of incorporation, any action required or
permitted to be taken at a meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a written consent or
consents setting forth the action taken are signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote upon such action were present and voted and such votes are delivered to the
corporation. Our certificate of incorporation provides that any action by
stockholders shall be taken at a meeting of stockholders and no action may be
taken by written consent of the stockholders.
Preemptive Rights. Under the DGCL, a stockholder does not have preemptive
rights unless such rights are specifically granted in the corporation's
certificate of incorporation. Our certificate of incorporation provides that no
holder of stock of any class shall have, as such holder, any preemptive or
preferential right with respect to any stock of any class or to any securities
convertible into shares of stock.
Delaware Business Combination Law. Section 203 of the DGCL generally
prohibits a Delaware corporation from engaging in a business combination
(defined as a variety of transactions, including mergers, asset sales, issuance
of stock and other transactions resulting in a financial benefit to the
interested stockholder) with an "interested stockholder" (defined generally as a
person that is the beneficial owner of 15% or more of a corporation's
outstanding voting stock) for a period of three years following the date that
such person became an interested stockholder unless:
o prior to the date such person became an interested stockholder, the
board of directors of the corporation approved either the business
combination or the transaction that resulted in the stockholder's
becoming an interested stockholder;
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o upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding stock held by directors who
are also officers of the corporation and employee stock ownership
plans that do not provide employees with the right to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or
o on or subsequent to the date such person became an interested
stockholder, the business combination is approved by the board of
directors of the corporation and authorized at a meeting of
stockholders, and not by written consent, by the affirmative vote of
the holders of at least 66 2/3% of the outstanding voting stock of the
corporation not owned by the interested stockholder.
A corporation may adopt an amendment to its certificate of incorporation or
by-laws expressly electing not to be governed by Section 203 of the DGCL if, in
addition to any other vote required by law, the amendment is approved by the
affirmative vote of a majority of the shares entitled to vote. However, the
amendment generally will not be effective until 12 months after its adoption and
will not apply to a business combination with an interested stockholder who was
such on or prior to the adoption of the amendment. We have not adopted an
amendment to its certificate of incorporation or by-laws by which it elects not
to be governed by Section 203 of the DGCL.
DESCRIPTION OF THE TRUST PREFERRED
SECURITIES AND TRUST GUARANTEES
Trust Preferred Securities
The declaration of trust pursuant to which each Burlington Resources trust
is organized authorizes its trustees to issue one series of trust preferred
securities and one series of trust common securities (together, the "trust
securities"). Each declaration will be qualified as an indenture under the Trust
Indenture Act.
The trust preferred securities will have the terms set forth in the
applicable declaration or made part of the declaration by the Trust Indenture
Act. You should read the prospectus supplement relating to the particular trust
preferred securities of a trust for specific terms, including:
o the distinctive designation of trust preferred securities;
o the number of trust preferred securities to be issued;
o the annual distribution rate (or method of determining such rate) for
trust preferred securities and the date or dates upon which such
distributions will be payable;
o whether distributions on trust preferred securities will be
cumulative, and, in the case of trust preferred securities having
cumulative distribution rights, the date or dates or method of
determining the date or dates from which distributions on the
securities will be cumulative;
o the amount or amounts which will be paid out of the assets of the
trust to the holders of trust preferred securities upon voluntary or
involuntary dissolution, winding-up or termination of the trust;
o any conversion or exchange provisions applicable to the trust
preferred securities;
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o the terms and conditions, if any, upon which the related series of the
applicable subordinated debt securities may be distributed to holders
of trust preferred securities;
o the obligation, if any, of the trust to purchase or redeem the trust
preferred securities it issued and the price or prices at which, the
period or periods within which and the terms and conditions upon which
these securities will be purchased or redeemed, in whole or in part,
pursuant to such obligation;
o the voting rights, if any, of trust preferred securities in addition
to those required by law, including the number of votes per trust
preferred security and any requirement for the approval by the holders
of trust preferred securities as a condition to specified action or
amendments to the declaration of the trust; and
o any other specific terms of the trust preferred securities.
Pursuant to each declaration, the property trustee will own the
subordinated debt securities purchased by the applicable trust for the benefit
of the holders of the trust preferred securities. We guarantee to the extent
described under the heading "--Trust Guarantees" the payment of distributions
out of money held by the trusts and payments upon redemption of trust preferred
securities or liquidation of any trust.
The material federal income tax considerations applicable to an investment
in trust preferred securities will be described in the prospectus supplement
relating thereto.
Trust Common Securities
In connection with the issuance of trust preferred securities, each trust
will also issue one series of trust common securities. Each declaration of trust
authorizes the regular trustee of a trust to issue on behalf of the trust one
series of trust common securities with the terms set forth in the declaration of
trust. Except as otherwise provided in the prospectus supplement relating to the
trust preferred securities, the terms of the trust common securities will be
substantially identical to the terms of each trust preferred security. The trust
common securities will rank equally and payments will be made pro rata with the
trust preferred securities. However, upon an event of default under the
applicable declaration, the rights of the holders of the trust common securities
to payment in respect of distributions and payments upon liquidation, redemption
and otherwise will be subordinated to the rights of the holders of the trust
preferred securities. Except in limited circumstances, the trust common
securities will also carry the right to vote and to appoint, remove or replace
any of the trustees of a trust. We will own, directly or indirectly, all of the
trust common securities of each trust.
Trust Guarantees
Set forth below is a summary of information concerning the trust guarantees
that we will execute and deliver for the benefit of the holders of trust
preferred securities of the respective trusts. The accompanying prospectus
supplement will describe any significant differences between the actual terms of
the trust guarantees and the summary below. Because this is a summary, it does
not contain all of the information in the trust guarantee. You should read the
entire trust guarantee, which will be filed with the SEC and incorporated by
reference as an exhibit to the registration statement of which this prospectus
forms a part.
General. We will irrevocably and unconditionally agree, to the extent set
forth in the trust guarantee, to pay in full, to the holders of trust preferred
securities as and when due, regardless of any defense, right of set-off or
counterclaim which the applicable trust may have or assert:
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o any accrued and unpaid dividends required to be paid on the trust
preferred securities, to the extent the trust has legally available
funds;
o the redemption price, including all accrued and unpaid dividends,
payable out of legally available funds with respect to any trust
preferred securities called for redemption by the trust; and
o if we liquidate the trust, except in connection with the distribution
of subordinated debt securities to the holders of trust preferred
securities or the redemption of all of the trust preferred securities
issued by the trust, the lesser of
o the aggregate of the liquidation preference and all accrued and unpaid
dividends on the trust preferred securities of the series to the date
of payment and
o the amount of assets of the trust remaining available for distribution
to holders of trust preferred securities of the series in liquidation.
The Company's obligation to make a trust guarantee payment may be satisfied
by direct payment of the required amounts by us to the holders of trust
preferred securities or by causing the applicable trust to pay the required
amounts to the holders.
Covenants of Burlington Resources Inc. In each trust guarantee, we will
covenant that, so long as any trust preferred securities remain outstanding, if
any event that would constitute an event of default under the trust guarantee or
the declaration of trust has occurred, then
o we will not declare or pay any dividend on, make any distributions
with respect to, or redeem, purchase or make a liquidation payment
with respect to, any of our common stock, other than
o purchases or acquisitions of shares of common stock in connection
with the satisfaction of our obligations under any employee
benefit plans;
o as a result of a reclassification of our common stock or the
exchange or conversion of one class or series of our common stock
for another class or series of our common stock;
o the purchase of fractional interests in shares of our common
stock pursuant to the conversion or exchange provisions of such
common stock or the security being converted or exchanged; or
o purchases or acquisitions of shares of common stock to be used in
connection with acquisitions of common stock by shareholders
pursuant to our dividend reinvestment plan,
or make any guarantee payments with respect to the foregoing, and
o we will not make any payment of principal or premium, if any, on or
repurchase any debt securities (including guarantees) issued by us
which rank equally with or junior to such subordinated debt securities
other than at stated maturity.
Amendments and Assignment. Generally, the trust guarantee with respect to
any series of trust preferred securities may be changed only with the prior
approval of the holders of at least a majority in liquidation preference of the
outstanding trust preferred securities of the series. However, if the changes do
not adversely affect the rights of holders of trust preferred securities of any
series, no vote will be required. We will describe the manner of obtaining any
approval of holders of the trust preferred securities of each series in
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an accompanying prospectus supplement. All guarantees and agreements contained
in each trust guarantee shall bind our successors, assigns, receivers, trustees
and representatives and will be for the benefit of the holders of the applicable
series of trust preferred securities then outstanding.
Termination of the Trust Guarantees. Each trust guarantee will terminate as
to the trust preferred securities issued by the applicable trust upon
o full payment of the redemption price of all trust preferred securities
of the trust;
o distribution of the subordinated debt securities held by the trust to
the holders of the trust preferred securities of the trust; or
o full payment of the amounts payable in accordance with the declaration
of the trust upon liquidation of the trust.
Each trust guarantee will continue to be effective or will be reinstated,
as the case may be, if at any time any holder of trust preferred securities
issued by the applicable trust must restore payment of any sums paid under the
trust preferred securities or the trust guarantee. The subordination provisions
of the subordinated debt securities and the trust guarantees, respectively, will
provide that in the event payment is made on the subordinated debt securities or
the trust guarantees in contravention of such provisions such payments will be
paid over to the holders of senior indebtedness.
Ranking of the Trust Guarantee. Each trust guarantee will constitute our
unsecured obligation and will rank
o subordinate and junior in right of payment to all of our other
liabilities;
o equally with the most senior preferred or preference stock, if any,
hereafter issued by us and with any guarantee hereafter entered into
by us in respect of any preferred or preference stock or interests of
any affiliate of ours; and
o senior to the common stock.
Each declaration will provide that each holder of trust preferred
securities by accepting the security agrees to the subordination provisions and
other terms of the applicable trust guarantee.
Each trust guarantee will constitute a guarantee of payment and not of
collection. The trust guarantee will be deposited with the property trustee to
be held for the benefit of any series of trust preferred securities. The
property trustee will have the right to enforce the trust guarantee on behalf of
the holders of any series of trust preferred securities. The holders of not less
than 10% in aggregate liquidation preference of a series of trust preferred
securities will have the right to direct the time, method and place of
conducting any proceeding for any remedy available in respect of the trust
guarantee applicable to the series of trust preferred securities, including
giving directions to the property trustee. If the property trustee fails to
enforce the trust guarantee, any holder of trust preferred securities of a
series to which the trust guarantee pertains may institute a legal proceeding
directly against us to enforce its rights under the trust guarantee, without
first instituting a legal proceeding against the trust, or any other person or
entity. Each trust guarantee will not be discharged except by payment of the
trust guarantee payments in full to the extent not paid by the applicable trust,
and by complete performance of all obligations under such trust guarantee.
Governing Law. Each trust guarantee will be governed by and construed in
accordance with the laws of the State of New York.
-20-
<PAGE>
PLAN OF DISTRIBUTION
We or the Burlington Resources trusts may sell the securities
o through underwriters or dealers;
o through agents;
o directly to purchasers; or
o through a combination of any such methods of sale.
Any underwriter, dealer or agent may be deemed to be an underwriter within
the meaning of the Securities Act. The prospectus supplement relating to any
offering of securities will set forth their offering terms, including the name
or names of any underwriters, the purchase price of the securities and the
proceeds to us or the Burlington Resources trusts from such sale, any
underwriting discounts, commissions and other items constituting underwriters'
compensation, any initial public offering price, and any underwriting discounts,
commissions and other items allowed or reallowed or paid to dealers, and any
securities exchanges on which the securities may be listed. Only underwriters so
named in the prospectus supplement are deemed to be underwriters in connection
with the securities offered hereby.
If underwriters are used in the sale, they will acquire the securities for
their own account and may resell them from time to time in one or more
transactions, at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, or at prices related to such prevailing
market prices, or at negotiated prices. The securities may be offered to the
public either through underwriting syndicates represented by one or more
managing underwriters or directly by one or more of such firms. Unless otherwise
set forth in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all the offered securities if any are
purchased. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
Any agent involved in the offer or sale of the securities in respect of
which this prospectus is delivered will be named, and any commissions payable by
us to the agent will be set forth, in the accompanying 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.
If so indicated in the prospectus supplement, we will authorize
underwriters, dealers or agents to solicit offers by certain specified
institutions to purchase securities from us or the Burlington Resources trusts
at the public offering price set forth in the accompanying prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in the future. These contracts will be subject to any conditions
set forth in the accompanying prospectus supplement and the prospectus
supplement will set forth the commission payable for solicitation of these
contracts. The underwriters and other persons soliciting these contracts will
have no responsibility for the validity or performance of any such contracts.
Securities offered may be a new issue of securities with no established
trading market. Any underwriters to whom or agents through whom these securities
are sold by us for public offering and sale may make a market in these
securities, but such underwriters or agents will not be obligated to do so and
may discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of or the trading market for any such securities.
-21-
<PAGE>
Underwriters, dealers and agents may be entitled, under agreements entered
into with us, to indemnification by us against certain civil liabilities,
including liabilities under the Securities Act or to contribution by us to
payments they may be required to make in respect thereof.
Certain of the underwriters, agents or dealers and their associates may be
customers of, or engage in transactions with and perform services for us in the
ordinary course of business.
LEGAL MATTERS
The legality of the securities other than the trust securities will be
passed upon for us by Cahill Gordon & Reindel (a partnership including a
professional corporation), New York, New York, and for the underwriters, dealers
or agents by Cravath, Swaine & Moore, New York, New York. The legality of the
trust securities will be passed upon for us and each Burlington Resources trust
by Richards, Layton & Finger, P.A., special Delaware counsel to us and the
Burlington Resources trusts. Kenneth W. Orce, a member of our board of
directors, is a senior partner of Cahill Gordon & Reindel and, as of February 8,
1999, owned 31,877 shares of Common Stock of Burlington Resources Inc.,
including 19,252 currently exercisable options.
EXPERTS
The financial statements incorporated by reference in this prospectus and
the registration statement of which this prospectus is a part to the Annual
Report on Form 10-K for the year ended December 31, 1998 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
-22-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
Securities and Exchange Commission Registration Fee** ............. $125,100
Cost of Printing .................................................. 50,000
Rating Agency Fees ................................................ 50,000
Independent Accountants' Fees and Expenses ........................ 25,000
Legal Services and Expenses (including Blue Sky
fees and expenses) .............................................. 50,000
Trustees' Fees and Expenses ....................................... 25,000
Miscellaneous ..................................................... 4,900
---------
Total ........ $330,000
========
- -----------------------
* Other than the Securities and Exchange Commission Registration Fee, all
amounts set forth above are estimates.
** Fee calculation is based upon $450,000,000 of securities; excludes fees
previously paid in connection with $550,000,000 of securities remaining on
Registration Statement No. 333-52213.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Burlington Resources Inc.
Section 145 of the Delaware General Corporation Law (the "DGCL") 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, 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 proceeding, 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) 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 IX of Burlington Resources Inc.'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, Burlington Resources Inc.'s
by-laws provide an unconditional 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 or suffered 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 Burlington Resources Inc., or is or was serving at the
request of Burlington Resources Inc. as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust, or other
enterprise, including service with respect to an employee benefit plan.
Burlington Resources Inc. by-laws also provide that it may, by action of its
board of directors, provide indemnification to its agents with the same scope
and effect as the foregoing indemnification of directors and officers.
II-1
<PAGE>
Section 102(b)(7) of the DGCL 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) payment of unlawful dividends or unlawful
stock purchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.
Article 13 of Burlington Resources Inc.'s certificate of incorporation
provides that to the full extent that the DGCL, as it now exists or may
hereafter be amended, permits the limitation or elimination of the liability of
directors, a director of Burlington Resources Inc. shall not be liable to
Burlington Resources Inc. or its stockholders for monetary damages for breach of
fiduciary duty as a director. Any amendment to or repeal of such Article 13
shall not adversely affect any right or protection of a director of Burlington
Resources Inc. for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
Burlington Resources Inc. maintains directors' and officers' liability
insurance which provides for payment, on behalf of the directors and officers of
Burlington Resources Inc. and its subsidiaries, of certain losses of such
persons (other than matters uninsurable under law) arising from claims,
including claims arising under the Securities Act, for acts or omissions by such
persons while acting as directors or officers of Burlington Resources Inc.
and/or its subsidiaries, as the case may be.
Burlington Resources Trusts
Each declaration of trust pursuant to which each Burlington Resources trust
is organized will provide that no regular trustee, or affiliate of any regular
trustee, or officer, director, shareholder, member, partner, employee,
representative or agent of any regular trustee or of any such affiliate, or
employee or agent of the applicable Burlington Resources trust or its affiliates
(each an "Indemnified Person") shall be liable, responsible or accountable in
damages or otherwise to the trust or any employee or agent of the trust or its
affiliates for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Indemnified Person in good faith on behalf
of the Burlington Resources trust and in a manner such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Indemnified Person by such declaration of trust or by law, except that an
Indemnified Person shall be liable for any such loss, damage or claim incurred
by reason of such Indemnified Person's gross negligence or willful misconduct
with respect to such act or omission. Each declaration of trust also provides
that to the fullest extent permitted by applicable law, Burlington Resources
Inc. shall indemnify and hold harmless each Indemnified Person from and against
any loss, damage or claim incurred by such Indemnified Person by reason of any
act or omission performed or omitted by such Indemnified Person in good faith on
behalf of the applicable Burlington Resources trust and in a manner such
Indemnified Person reasonably believed to be within the scope of authority
conferred on such Indemnified Person by such declaration of trust, except that
no Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by reason of gross
negligence or willful misconduct with respect to such act or omission. Each
declaration of trust further provides that, to the fullest extent permitted by
applicable law, expenses (including legal fees) incurred by an Indemnified
Person in defending any claim, demand, action, suit or proceeding shall, from
time to time, be advanced by Burlington Resources Inc. prior to the final
disposition of such claim, demand, action, suit or proceeding upon receipt of an
undertaking by or on behalf of the Indemnified Person to repay such amount if it
shall be determined that the Indemnified Person is not entitled to be
indemnified for the underlying cause of action as authorized by such declaration
of trust.
The Registrants
Reference is made to the forms of underwriting agreements, filed and to be
filed as Exhibits 1.1 and 1.2 hereto, respectively, which contain provisions for
indemnification of each of the registrants, their direc-
II-2
<PAGE>
tors, officers and any controlling persons, by the Underwriters against certain
liabilities for information furnished by the Underwriters.
For a statement of the registrants' undertakings with respect to
indemnification of directors and officers, see Item 17 below.
<PAGE>
Item 16. EXHIBITS.
1.1 -- Form of Underwriting Agreement between Burlington Resources Inc.
and the Underwriter(s) with respect to Debt Securities, Common Stock
and Preferred Stock.
1.2* -- Form of Underwriting Agreement among the Burlington Resources
trusts, Burlington Resources Inc. and the Underwriter(s) with respect
to trust preferred securities.
1.3* -- Form of Agency Agreement.
1.4* -- Form of Distribution Agreement.
4.1 -- Indenture, dated as of April 1, 1992, between Burlington Resources
Inc. and Citibank, N.A., as Trustee (including form of senior debt
security) (incorporated herein by reference to Exhibit 4.4 to
Burlington Resources Inc.'s Form 8 dated March 10, 1993 (File No.
1-9971)).
4.2* -- Form of Subordinated Indenture (including form of Subordinated Debt
Security).
4.3 -- Certificate of Trust of Burlington Resources Capital I
(incorporated herein by reference to Exhibit 4.3 to Burlington
Resources Inc.'s Registration Statement No. 333-52213).
4.4 -- Certificate of Trust of Burlington Resources Capital II
(incorporated herein by reference to Exhibit 4.4 to Burlington
Resources Inc.'s Registration Statement No. 333-52213).
4.5 -- Declaration of Trust of Burlington Resources Capital I
(incorporated herein by reference to Exhibit 4.5 to Burlington
Resources Inc.'s Registration Statement No. 333-52213).
4.6 -- Declaration of Trust of Burlington Resources Capital II
(incorporated herein by reference to Exhibit 4.6 to Burlington
Resources Inc.'s Registration Statement No. 333-52213).
4.7* -- Form of Guarantee relating to Burlington Resources Capital I.
4.8* -- Form of Guarantee relating to Burlington Resources Capital II.
4.9 -- Copies of the instruments with respect to Burlington Resources
Inc.'s long-term debt are available to the Securities and Exchange
Commission upon request.
4.10 -- Form of Rights Agreement dated as of December 16, 1998, between
Burlington Resources Inc. and BankBoston, N.A., as Rights Agent which
includes, as Exhibit A thereto, the form of Certificate of Designation
specifying terms of the Series A Junior Participating Preferred Stock
and, as Exhibit B thereto, the form of Rights Certificate
(incorporated herein by reference to Exhibit 1 to Burlington Resources
Inc.'s Form 8-A, filed December 18, 1998).
5.1* -- Opinion of Cahill Gordon & Reindel.
5.2* -- Opinion of Richards, Layton & Finger, P.A.
12.1 -- Statement of Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of PricewaterhouseCoopers LLP.
23.2* -- Consent of Cahill Gordon & Reindel (included as part of Exhibit
5.1).
23.3* -- Consent of Richards, Layton & Finger, P.A. (included in Exhibit
5.2).
24.1 -- Powers of Attorney (see page S-2).
25.1 -- Form T-1 Statement of Eligibility of the Senior Trustee under the
Trust Indenture Act of 1939, as amended.
II-3
<PAGE>
25.2* -- Form T-1 Statement of Eligibility of the Subordinated Trustee
under the Trust Indenture Act of 1939, as amended.
25.3* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Chase Bank of Texas, National Association, as Trustee under
the Declaration of Trust of Burlington Resources Capital I.
25.4* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Chase Bank of Texas, National Association, as Trustee under
the Declaration of Trust of Burlington Resources Capital II.
25.5* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Chase Bank of Texas, National Association, as Trustee under
the Trust Guarantee of Burlington Resources Inc. for the benefit of
the holders of trust preferred securities of Burlington Resources
Capital I.
25.6* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Chase Bank of Texas, National Association, as Trustee under
the Preferred Securities Guarantee of Burlington Resources Inc. for
the benefit of the holders of trust preferred securities of Burlington
Resources Capital II.
ITEM 17. UNDERTAKINGS.
a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) 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; notwithstanding the foregoing, any
increase or decrease in volume of securities being offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) 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 the
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and (ii)
of this paragraph do not apply if the Registration Statement is on Form S-3 and
the information required to be included in post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the Registrants pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.
- ---------------
* To be filed either by amendment or as an exhibit to an Exchange Act Report
of Burlington Resources Inc. and incorporated herein by reference.
II-4
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 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 Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of a Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement 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.
c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrants pursuant to the foregoing
provisions, or otherwise, the Registrants have been advised that in
the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrants of
expenses incurred or paid by a director, officer or controlling person
of the Registrants 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
Registrants will, unless in the opinion of their counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such issue.
d) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the
Registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act of 1933 shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
e) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form
of prospectus 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.
f) The undersigned Registrants hereby undertake to file an
application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act of 1939 in accordance with the rules and
regulations prescribed by the SEC under Section 305(b)(2) of the
Trust Indenture Act of 1939.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Burlington Resources Inc. 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 the 19th
day of July, 1999.
BURLINGTON RESOURCES INC.
By: /s/ Bobby S. Shackouls
----------------------------------------
Name: Bobby S. Shackouls
Title: Chairman of the Board, President and
Chief Executive Officer
S-1
<PAGE>
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes John
E. Hagale and L. David Hanower 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, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 19th day of July, 1999.
Signature Title
/s/ Bobby S. Shackouls Chairman of the Board, President
- ----------------------------------- and Chief Executive Officer
Bobby S. Shackouls
/s/ H. Leighton Steward Vice Chairman of the Board
- -----------------------------------
H. Leighton Steward
/s/ John E. Hagale Executive Vice President and
- ----------------------------------- Chief Financial Officer
John E. Hagale
/s/ Philip W. Cook Vice President and Controller
- ----------------------------------- (Chief Accounting Officer)
Philip W. Cook
/s/ John V. Byrne Director
- -----------------------------------
John V. Byrne
/s/ S. Parker Gilbert Director
- -----------------------------------
S. Parker Gilbert
/s/ Laird I. Grant Director
- -----------------------------------
Laird I. Grant
Director
- -----------------------------------
John LaMacchia
/s/ James F. McDonald Director
- -----------------------------------
James F. McDonald
/s/ Kenneth W. Orce Director
- -----------------------------------
Kenneth W. Orce
/s/ Donald M. Roberts Director
- -----------------------------------
Donald M. Roberts
/s/ John F. Schwarz Director
- -----------------------------------
John F. Schwarz
/s/ Walter Scott, Jr. Director
- -----------------------------------
Walter Scott, Jr.
S-2
<PAGE>
Signature Title
/s/ William E. Wall Director
- -----------------------------------
William E. Wall
S-3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, each of
Burlington Resources Capital I and Burlington Resources Capital II 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 the 19th day of July, 1999.
BURLINGTON RESOURCES CAPITAL I,
a Delaware business trust
By: Burlington Resources Inc.,
as Depositor
By: /s/ John E. Hagale
---------------------------------------
Name: John E. Hagale
Title: Executive Vice President and
Chief Financial Officer
BURLINGTON RESOURCES CAPITAL II,
a Delaware business trust
By: Burlington Resources Inc.,
as Depositor
By: /s/ John E. Hagale
----------------------------------------
Name: John E. Hagale
Title: Executive Vice President and
Chief Financial Officer
S-4
<PAGE>
EXHIBIT INDEX
1.1 -- Form of Underwriting Agreement between Burlington Resources Inc.
and the Underwriter(s) with respect to Debt Securities, Common Stock
and Preferred Stock.
1.2* -- Form of Underwriting Agreement among the Burlington Resources
trusts, Burlington Resources Inc. and the Underwriter(s) with respect
to trust preferred securities.
1.3* -- Form of Agency Agreement.
1.4* -- Form of Distribution Agreement.
4.1 -- Indenture, dated as of April 1, 1992, between Burlington Resources
Inc. and Citibank, N.A., as Trustee (including form of senior debt
security) (incorporated herein by reference to Exhibit 4.4 to
Burlington Resources Inc.'s Form 8 dated March 10, 1993 (File No.
1-9971)).
4.2* -- Form of Subordinated Indenture (including form of Subordinated Debt
Security).
4.3 -- Certificate of Trust of Burlington Resources Capital I
(incorporated herein by reference to Exhibit 4.3 to Burlington
Resources Inc.'s Registration Statement No. 333-52213).
4.4 -- Certificate of Trust of Burlington Resources Capital II
(incorporated herein by reference to Exhibit 4.4 to Burlington
Resources Inc.'s Registration Statement No. 333-52213).
4.5 -- Declaration of Trust of Burlington Resources Capital I
(incorporated herein by reference to Exhibit 4.5 to Burlington
Resources Inc.'s Registration Statement No. 333-52213).
4.6 -- Declaration of Trust of Burlington Resources Capital II
(incorporated herein by reference to Exhibit 4.6 to Burlington
Resources Inc.'s Registration Statement No. 333-52213).
4.7* -- Form of Guarantee relating to Burlington Resources Capital I.
4.8* -- Form of Guarantee relating to Burlington Resources Capital II.
4.9 -- Copies of the instruments with respect to Burlington Resources
Inc.'s long-term debt are available to the Securities and Exchange
Commission upon request.
4.10 -- Form of Rights Agreement dated as of December 16, 1998, between
Burlington Resources Inc. and BankBoston, N.A., as Rights Agent which
includes, as Exhibit A thereto, the form of Certificate of Designation
specifying terms of the Series A Junior Participating Preferred Stock
and, as Exhibit B thereto, the form of Rights Certificate
(incorporated herein by reference to Exhibit 1 to Burlington Resources
Inc.'s Form 8-A, filed December 18, 1998).
5.1* -- Opinion of Cahill Gordon & Reindel.
5.2* -- Opinion of Richards, Layton & Finger, P.A.
12.1 -- Statement of Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of PricewaterhouseCoopers LLP.
23.2* -- Consent of Cahill Gordon & Reindel (included as part of Exhibit
5.1).
23.3* -- Consent of Richards, Layton & Finger, P.A. (included in Exhibit
5.2).
24.1 -- Powers of Attorney (see page S-2).
25.1 -- Form T-1 Statement of Eligibility of the Senior Trustee under the
Trust Indenture Act of 1939, as amended.
25.2* -- Form T-1 Statement of Eligibility of the Subordinated Trustee
under the Trust Indenture Act of 1939, as amended.
25.3* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Chase Bank of Texas, National Association, as Trustee under
the Declaration of Trust of Burlington Resources Capital I.
<PAGE>
25.4* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Chase Bank of Texas, National Association, as Trustee under
the Declaration of Trust of Burlington Resources Capital II.
25.5* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Chase Bank of Texas, National Association, as Trustee under
the Trust Guarantee of Burlington Resources Inc. for the benefit of
the holders of trust preferred securities of Burlington Resources
Capital I.
25.6* -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Chase Bank of Texas, National Association, as Trustee under
the Preferred Securities Guarantee of Burlington Resources Inc. for
the benefit of the holders of trust preferred securities of Burlington
Resources Capital II.
- ---------------
* To be filed either by amendment or as an exhibit to an Exchange Act Report
of Burlington Resources Inc. and incorporated herein by reference.
-2-
BURLINGTON RESOURCES INC.
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
(DEBT SECURITIES)
, 1999
From time to time, Burlington Resources Inc., a Delaware corporation (the
"Company"), may enter into one or more underwriting agreements that provide for
the sale of designated securities to the several underwriters named therein. The
standard provisions set forth herein may be incorporated by reference in any
such underwriting agreement (an "Underwriting Agreement"). The Underwriting
Agreement, including the provisions incorporated therein by reference, is herein
referred to as "this Agreement". Terms defined in the Underwriting Agreement are
used herein as therein defined.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to the
Debt Securities and has filed with, or transmitted for filing to, or will file
with the Commission a prospectus supplement (the "Prospectus Supplement")
specifically relating to the Offered Securities pursuant to and in accordance
with Rule 424 under the Securities Act of 1933, as amended (the "Securities
Act"). The term "Registration Statement" means the registration statement,
including the exhibits thereto, as amended to the date of this Agreement. The
term "Basic Prospectus" means the prospectus included in the Registration
Statement. The term "Prospectus" means the Basic Prospectus together with the
Prospectus Supplement. The term "preliminary prospectus" means a preliminary
prospectus supplement specifically relating to the Offered Securities, together
with the Basic Prospectus. As used herein, the terms "Registration Statement",
"Basic Prospectus", "Prospectus" and "preliminary prospectus" shall include in
each case the documents, if any, incorporated by reference therein. The terms
"supplement" and "amendment" or "amend" as used herein shall include all
documents deemed to be incorporated by reference in the Prospectus that are
filed subsequent to the date of the Basic Prospectus by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
<PAGE>
2
1. Representations and Warranties. The Company represents and warrants to
each of the Underwriters that:
(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect, and no
proceedings for such purpose are pending before or, to the best of the Company's
knowledge, threatened by the Commission.
(b)(i) Each document, if any, filed or to be filed pursuant to the Exchange
Act and incorporated by reference in the Prospectus complied or will comply when
so filed in all material respects with the Exchange Act and the applicable rules
and regulations of the Commission thereunder; (ii) each part of the Registration
Statement, when such part became effective, did not contain, and each such part,
as amended or supplemented, if applicable, will not contain, any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; (iii)
the Registration Statement and the Prospectus comply, and, as amended or
supplemented, if applicable, will comply, in all material respects with the
Securities Act and the applicable rules and regulations of the Commission
thereunder; and (iv) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
except that the representations and warranties set forth in this Section 1(b) do
not apply (A) to statements or omissions in the Registration Statement or the
Prospectus based upon information relating to any Underwriter furnished to the
Company in writing by such Underwriter through the Managers expressly for use
therein or (B) to that part of the Registration Statement that constitutes the
Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"), of the Trustee.
(c) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, has the corporate power
and authority to own its property and to conduct its business as described in
the Prospectus and is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except to the
extent that the failure to be so qualified or be in good standing would not have
a material adverse effect on the Company and its subsidiaries, taken as a whole.
<PAGE>
3
(d) Each subsidiary of the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation, has the corporate power and authority to own its property and
to conduct its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.
(e) This Agreement has been duly authorized, executed and delivered by the
Company.
(f) The Indenture has been duly qualified under the Trust Indenture Act and
has been duly authorized, executed and delivered by the Company and is a valid
and binding agreement of the Company, enforceable in accordance with its terms
except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (ii) rights
of acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability.
(g) The Offered Securities have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Underwriters in accordance with the terms of the
Underwriting Agreement, will be entitled to the benefits of the Indenture and
will be valid and binding obligations of the Company, in each case enforceable
in accordance with their respective terms except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (ii) rights of acceleration and the availability
of equitable remedies may be limited by equitable principles of general
applicability.
(h) The execution and delivery by the Company of, and the performance by
the Company of its obligations under, this Agreement, the Indenture and the
Offered Securities will not contravene any provision of applicable law or the
certificate of incorporation or by-laws of the Company or any agreement or other
instrument binding upon the Company or any of its subsidiaries or affiliates
that is material to the Company and its subsidiaries, taken as a whole, or any
judgment or decree of any governmental agency or court having jurisdiction over
the Company or any subsidiary, and no consent, approval, authorization or order
of or
<PAGE>
4
qualification with any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement, the
Indenture or the Offered Securities, except such as may be required by the
securities or Blue Sky laws of the various states in connection with the offer
and sale of the Offered Securities.
(i) There has not occurred any material adverse change in, or any adverse
development which materially affects, the condition, financial or otherwise, or
in the earnings, business or operations of the Company and its subsidiaries,
taken as a whole, from that set forth in the Prospectus.
(j) All descriptions in the Registration Statement, preliminary prospectus
and Prospectus of statutes, regulations, legal or governmental proceedings,
contracts and other documents are accurate in all material respects and fairly
present in all material respects the information required to be shown; and there
are no legal or governmental proceedings pending or, to the best of the
Company's knowledge, threatened to which the Company or any of its subsidiaries
is a party or to which any of the properties of any of them is subject which are
required to be described in the Registration Statement or the Prospectus or any
amendments or supplements thereto and are not so described or any statutes,
regulations, contracts or other documents that are required to be described in
the Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required.
(k) The Company is not, nor is it directly or indirectly controlled by or
acting on behalf of any person which is, (i) an "investment company" within the
meaning of the Investment Company Act of 1940, as amended, and the rules and
regulations promulgated by the Commission thereunder or (ii) a "holding company"
within the meaning of, or subject to regulation under, the Public Utility
Holding Company Act of 1935, as amended, and the rules and regulations
promulgated by the Commission thereunder.
2. Public Offering. The Company is advised by the Managers that the
Underwriters propose to make a public offering of their respective portions of
the Offered Securities as soon after this Agreement has been entered into as in
the Managers' judgment is advisable. The terms of the public offering of the
Offered Securities are set forth in the Prospectus.
<PAGE>
5
3. Purchase and Delivery. Except as otherwise provided in this Section 3,
payment for the Offered Securities shall be made by certified or official bank
check or checks or wire transfer payable to the order of the Company in
immediately available funds at the time and place set forth in the Underwriting
Agreement, upon delivery to the Managers for the respective accounts of the
several Underwriters of the Offered Securities, registered in such names and in
such denominations as the Managers shall request in writing not less than two
full business days prior to the date of delivery, with any transfer taxes
payable in connection with the transfer of the Offered Securities to the
Underwriters duly paid.
4. Conditions to Closing. The several obligations of the Underwriters
hereunder are subject to the following conditions:
(a) Subsequent to the execution and delivery of the Underwriting
Agreement and prior to the Closing Date,
(i) there shall not have occurred any downgrading, nor shall any
notice have been given of any intended or potential downgrading or of
any review for a possible change that does not indicate the direction
of the possible change, in the rating accorded any of the Company's
securities by any "nationally recognized statistical rating
organization", as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act; and
(ii) there shall not have occurred any change, or any development
involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations, of the Company
and its subsidiaries, taken as a whole, from that set forth in the
Prospectus that, in the judgment of the Managers, is material and
adverse and that makes it, in the judgment of the Managers,
impracticable to market the Offered Securities on the terms and in the
manner contemplated in the Prospectus.
(b) The Managers shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of
the Company, to the effect set forth in clause (a)(i) above and to the
effect that the representations and warranties of the Company contained in
this Agreement are true and
<PAGE>
6
correct as of the Closing Date and that the Company has complied with all
of the agreements and satisfied all of the conditions on its part to be
performed or satisfied on or before the Closing Date.
The officer signing and delivering such certificate may rely upon the
best of his knowledge as to proceedings threatened.
(c) The Managers shall have received on the Closing Date (i) an
opinion of Cahill Gordon & Reindel, special counsel to the Company,
addressing the matters set forth in paragraphs (i), (ii)(a), (iv), (v),
(vi), (vii), (viii), (ix) (items (a), (b) and (c)), (x)(b), (xi) and
(xii)(b), (c) and (d) of Exhibit A attached hereto, and (ii) an opinion of
the Vice President and General Counsel of the Company, addressing the
matters set forth in paragraphs (ii)(b), (iii), (viii), (ix) (item (d)),
(x)(a) and (xii)(a) of Exhibit A.
(d) The Managers shall have received on the Closing Date an opinion of
Cravath, Swaine & Moore, special counsel for the Underwriters, dated the
Closing Date, to the effect set forth in Exhibit B.
(e) The Managers shall have received on each of the date hereof and
the Closing Date a letter, dated such date, in form and substance
reasonably satisfactory to the Managers, from PricewaterhouseCoopers LLP,
independent accountants for the Company, containing statements and
information of the type ordinarily included in accountants' "comfort
letters" with respect to the financial statements and certain financial
information contained in or incorporated by reference into the Prospectus.
5. Covenants of the Company. In further consideration of the agreements of
the Underwriters contained herein, the Company covenants as follows:
(a) To furnish the Managers, without charge, a signed copy of the
Registration Statement (including exhibits thereto) and for delivery to
each other Underwriter a conformed copy of the Registration Statement
(without exhibits thereto) and, during the period mentioned in paragraph
(c) below, as many copies of the Prospectus, any documents incorporated by
reference therein and any supplements and amendments thereto or to the
Registration Statement as the Managers may reasonably request.
<PAGE>
7
(b) Before amending or supplementing the Registration Statement or the
Prospectus with respect to the Offered Securities, to furnish to the
Managers a copy of each such proposed amendment or supplement and not to
file any such proposed amendment or supplement to which the Managers
reasonably object.
(c) If, during such period after the first date of the public offering
of the Offered Securities as in the opinion of counsel for the Underwriters
the Prospectus is required by law to be delivered in connection with sales
by an Underwriter or dealer, any event shall occur or condition exist as a
result of which it is necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances
when the Prospectus is delivered to a purchaser, not misleading, or if, in
the opinion of counsel for the Underwriters, it is necessary to amend or
supplement the Prospectus to comply with law, forthwith to prepare, file
with the Commission and furnish, at its own expense, to the Underwriters,
and to the dealers (whose names and addresses the Managers will furnish to
the Company) to which Offered Securities may have been sold by the Managers
on behalf of the Underwriters and to any other dealer upon request, either
amendments or supplements to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser, be
misleading or so that the Prospectus, as so amended or supplemented, will
comply with law.
(d) To endeavor to qualify the Offered Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions as the Managers
shall reasonably request and to pay all expenses (including fees and
disbursements of counsel) in connection with such qualification and in
connection with (i) the determination of the eligibility of the Offered
Securities for investment under the laws of such jurisdictions as the
Managers may designate and (ii) any review of the offering of the Offered
Securities by the National Association of Securities Dealers, Inc.
(e) To make generally available to the Company's security holders and
to the Managers as soon as practicable an earnings statement covering a
twelve month period beginning on the first day of the first full fiscal
quarter after the date of this Agreement, which earnings statement shall
satisfy the provisions of
<PAGE>
8
Section 11(a) of the Securities Act and the rules and regulations of the
Commission thereunder.
(f) During the period beginning on the date of the Underwriting
Agreement and continuing to and including the Closing Date, not to offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Company substantially similar to the Offered Securities (other than the
Offered Securities) without the prior written consent of the Managers.
6. Indemnification and Contribution. The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls such
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred by any Underwriter or any such controlling person
in connection with defending or investigating any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or any amendment thereof, any preliminary
prospectus or the Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter furnished to the Company in writing by
such Underwriter through the Managers expressly for use therein.
Each Underwriter agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors, its officers who sign the Registration
Statement and each person, if any, who controls the Company within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent as the foregoing indemnity from the Company to such Underwriter,
but only with reference to information relating to such Underwriter furnished to
the Company by such Underwriter in writing through the Managers expressly for
use in the Registration Statement, any preliminary prospectus, the Prospectus or
any amendments or supplements thereto.
In case any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought
pursuant to either
<PAGE>
9
of the two preceding paragraphs, such person (the "indemnified party") shall
promptly notify the person against whom such indemnity may be sought (the
"indemnifying party") in writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by the Managers, in the case of parties indemnified
pursuant to the second preceding paragraph, and by the Company, in the case of
parties indemnified pursuant to the first preceding paragraph. The indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by the third
sentence of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been
<PAGE>
10
a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such proceeding.
If the indemnification provided for in the first or second paragraph in
this Section 6 is unavailable to an indemnified party or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Offered Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one
hand and of the Underwriters on the other hand in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other hand
in connection with the offering of the Offered Securities shall be deemed to be
in the same respective proportions as the net proceeds from the offering of such
Offered Securities (before deducting expenses) received by the Company and the
total underwriting discounts and commissions received by the Underwriters, in
each case as set forth in the table on the cover of the Prospectus Supplement,
bear to the aggregate public offering price of the Offered Securities. The
relative fault of the Company on the one hand and of the Underwriters on the
other hand shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by the Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Underwriters' respective obligations to contribute pursuant to this Section
6 are several in proportion to the respective principal amounts of Offered
Securities purchased by each of such Underwriters and not joint.
The Company and the Underwriters agree that it would not be just or
equitable if contribution pursuant to
<PAGE>
11
this Section 6 were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations referred
to in the immediately preceding paragraph. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages and liabilities
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 6, no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Offered Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 6 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.
The indemnity and contribution provisions contained in this Section 6 and
the representations and warranties of the Company contained herein shall remain
operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any Underwriter or any
person controlling any Underwriter or by or on behalf of the Company, its
directors or officers or any person controlling the Company and (iii) acceptance
of and payment for any of the Offered Securities.
7. Termination. This Agreement shall be subject to termination, by notice
given by the Managers to the Company, if (a) after the execution and delivery of
the Underwriting Agreement and prior to the Closing Date (i) trading generally
shall have been suspended or materially limited on or by, as the case may be,
any of the New York Stock Exchange, the American Stock Exchange or the National
Association of Securities Dealers, Inc., (ii) trading of any securities of the
Company shall have been suspended on any exchange or in any over-the-counter
market, (iii) a general moratorium on commercial banking activities in New York
shall have been declared by either Federal or New York State authorities, or
(iv) there shall have occurred any outbreak
<PAGE>
12
or escalation of hostilities or any change in financial markets or any calamity
or crisis that, in the judgment of the Managers, is material and adverse and (b)
in the case of any of the events specified in clauses (a) (i) through (iv), such
event, singly or together with any other such event, makes it, in the judgment
of the Managers, impracticable to market the Offered Securities on the terms and
in the manner contemplated in the Prospectus.
8. Defaulting Underwriters. [Applicable only if there is more than one
Underwriter of the Offered Securities.] If, on the Closing Date, any one or more
of the Underwriters shall fail or refuse to purchase Offered Securities of any
series that it has or they have agreed to purchase hereunder on such date, and
the aggregate amount of Offered Securities of such series which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the aggregate amount of the Offered Securities of such series
to be purchased on such date, the other Underwriters shall be obligated
severally in the proportions that the amount of Offered Securities of such
series set forth opposite their respective names above bears to the aggregate
amount of Offered Securities of such series set forth opposite the names of all
such nondefaulting Underwriters, or in such other proportions as the Managers
may specify, to purchase the Offered Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such
date; provided that in no event shall the amount of Offered Securities of any
series that any Underwriter has agreed to purchase pursuant to this Agreement be
increased pursuant to this Section 8 by an amount in excess of one-ninth of such
amount of Offered Securities without the written consent of such Underwriter.
If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase Offered Securities of any series and the aggregate amount of Offered
Securities with respect to which such default occurs is more than one-tenth of
the aggregate amount of Offered Securities of such series to be purchased on
such date, and arrangements satisfactory to the Managers and the Company for the
purchase of such Offered Securities are not made within 36 hours after such
default, this Agreement shall terminate with respect to such series of Offered
Securities without liability on the part of any non-defaulting Underwriter or
the Company. In any such case either the Manager or the Company shall have the
right to postpone the Closing Date but in no event for longer than seven days,
in order that the required changes, if any, in the Registration Statement and in
the Prospectus or in any other documents or arrangements may be effected. Any
action taken under this paragraph shall not relieve any defaulting
<PAGE>
13
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.
If this Agreement shall be terminated by the Underwriters, or any of them,
because of any failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering of the Offered Securities.
9. Miscellaneous. The Underwriting Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto were upon the same instrument.
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York.
10. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
11. Notices. All references herein and in the Underwriting Agreement to the
Managers when made in connection with any notice to or communication by or with
such Managers shall, if there is more than one manager, be deemed to be to the
Lead Manager, as designated in the Underwriting Agreement, and all notices shall
be given to such Lead Manager at the address set forth therein.
<PAGE>
Exhibit A
Opinion of
Counsel for the Company
The opinion of counsel for the Company to be delivered pursuant to Section
4(c) of the Underwriting Agreement shall be to the effect that:
(i) the Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware;
(ii) the Company (a) has the corporate power and authority to own its
property and to conduct its business as described in the Prospectus and (b)
is duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent that
the failure to be so qualified or be in good standing would not have a
material adverse effect on the Company and its subsidiaries, taken as a
whole;
(iii) each domestic material subsidiary of the Company has been duly
incorporated, is validly existing as a corporation in good standing under
the laws of the jurisdiction of its incorporation, has the corporate power
and authority to own its property and to conduct its business as described
in the Prospectus and is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except to the
extent that the failure to be so qualified or be in good standing would not
have a material adverse effect on the Company and its subsidiaries, taken
as a whole;
(iv) the Underwriting Agreement has been duly authorized, executed and
delivered by the Company;
<PAGE>
2
(v) the Indenture has been duly qualified under the Trust Indenture
Act and has been duly authorized, executed and delivered by the Company and
is a valid and binding agreement of the Company, enforceable in accordance
with its terms except that (a) the enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
conveyance or other similar laws now or hereafter in effect relating to or
affecting creditors' rights or remedies generally and (b) the remedy of
specific performance and injunctive and other forms of equitable relief may
be subject to equitable defenses and to the discretion of the court before
which any proceedings therefor may be brought (regardless of whether
enforcement is sought in a proceeding at law or equity);
(vi) the Offered Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters in accordance
with the terms of the Underwriting Agreement, will be entitled to the
benefits of the Indenture and will be valid and binding obligations of the
Company, in each case enforceable in accordance with their respective terms
except that (a) the enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or conveyance
or other similar laws now or hereafter in effect relating to or affecting
creditors' rights or remedies generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before
which any proceedings therefor may be brought (regardless of whether
enforcement is sought in a proceeding at law or equity);
(vii) the execution and delivery by the Company of, and the
performance by the Company of its obligations under, the Underwriting
Agreement, the Indenture and the Offered Securities will not contravene any
provisions of the certificate of incorporation or by-laws of the Company;
(viii) to the knowledge of such counsel, the execution and delivery by
the Company of, and the performance by the Company of its obligations
under, the Underwriting Agreement, the Indenture and the Offered Securities
will not contravene any agreement or other instrument binding upon the
Company or any of its subsidiaries that is material to the Company and its
subsidiaries, taken as a whole, or any judgment, order or decree of any
governmental body, agency or court of the United States or any jurisdiction
therein or any other jurisdiction having jurisdiction over the Company or
any subsidiary, or any provision of applicable law
<PAGE>
3
(other than state securities law) and no consent, approval, authorization
or order of or qualification with any governmental body or agency is
required for the performance by the Company of its obligations under the
Underwriting Agreement, the Indenture or the Offered Securities except such
as may be required by the securities or Blue Sky laws of the various states
in connection with the offer and sale of the Offered Securities;
(ix) the statements (a) in the Prospectus Supplement under the
captions "Certain Terms of the Debt Securities" and "Underwriting", (b) in
the Basic Prospectus under the captions "Description of Debt Securities"
and "Plan of Distribution", (c) in the Registration Statement under Item 15
and (d) in "Item 3 - Legal Proceedings" of the Company's most recent annual
report on Form 10-K incorporated by reference in the Prospectus, in each
case insofar as such documents constitute summaries of the legal matters,
documents or legal proceedings referred to therein, fairly present the
information called for with respect to such legal matters, documents and
proceedings, and fairly summarize the matters referred to therein;
(x) such counsel does not know of (a) any legal or governmental
proceedings pending or threatened to which the Company or any of its
subsidiaries is a party or to which any of the properties of the Company or
any of its subsidiaries is subject that are required to be described in the
Registration Statement or the Prospectus and are not so described or of (b)
any statutes, regulations, contracts or other documents that are required
to be described in the Registration Statement or the Prospectus or to be
filed as exhibits to the Registration Statement that are not described or
filed as required;
(xi) the Company is not, nor is it directly or indirectly controlled
by or acting on behalf of any person which is, (i) an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, and
the rules and regulations promulgated by the Commission thereunder or (ii)
a "holding company" within the meaning of, or subject to regulation under,
the Public Utility Holding Company Act of 1935, as amended, and the rules
and regulations promulgated by the Commission thereunder; and
(xii) (a) such counsel is of the opinion that each document, if any,
filed pursuant to the Exchange Act
<PAGE>
4
and incorporated by reference in the Prospectus (except for financial
statements and schedules and other financial or statistical information
included therein as to which such counsel need not express any opinion) was
appropriately responsive when so filed in all material respects to the
requirements of the Exchange Act and the applicable rules and regulations
of the Commission thereunder, (b) no facts have come to the attention of
such counsel that lead such counsel to believe that the Registration
Statement, at the time it became effective, contained an untrue statement
of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading
(it being understood that such counsel has not been requested to and does
not make any comment with respect to the financial statements and schedules
and other financial and statistical data included or incorporated by
reference in the Registration Statement or the Statement of Eligibility
(Form T-1)), (c) such counsel is of the opinion that the Registration
Statement and Prospectus (except for financial statements and schedules and
other financial or statistical information included therein as to which
such counsel need not express any opinion) are appropriately responsive in
all material respects to the requirements of the Securities Act and the
applicable rules and regulations of the Commission thereunder and (d) no
facts have come to the attention of such counsel that lead such counsel to
believe that the Prospectus, as of its date or as of the date of such
opinion, contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading (it being understood that such counsel has not been
requested to and does not make any comment with respect to the financial
statements and schedules and other financial and statistical data included
or incorporated by reference in the Prospectus or the Statement of
Eligibility (Form T-1)).
With respect to paragraph (xii) above, such counsel may state that its
opinion and belief are based upon its participation in the preparation of the
Registration Statement and Prospectus and any amendments or supplements thereto
and documents incorporated therein by reference and review and discussion of the
contents thereof, but are without independent check or verification, except as
specified.
The 10b-5 letter shall include the following:
<PAGE>
5
We have participated in conferences with officers and other
representatives of the Company, representatives of the independent public
accountants for the Company and your representatives and your counsel, at which
the contents of the Registration Statement and the Prospectus and related
matters were discussed, and although we are not passing upon and do not assume
any responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectus, we advise you that on
the basis of the foregoing (relying as to materiality to a large extent upon the
opinions of officers and other representatives of the Company), nothing has come
to our attention which leads us to believe that the Registration Statement at
the time it became effective contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or that the Prospectus as of the
date of such Prospectus, and at all times up to and including the date hereof,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading (it
being understood that we have not been asked to, and do not, comment on the
financial statements and schedules and other financial and statistical data
included or incorporated by reference in the Registration Statement or the
Prospectus or on any of the information contained in the Statement of
Eligibility on Form T-1 of the Trustee).
<PAGE>
Exhibit B
Opinion of Cravath, Swaine & Moore,
Counsel for the Underwriters
The opinion of Cravath, Swaine & Moore, counsel for the Underwriters, to be
delivered pursuant to Section 4(d) of the Underwriting Agreement shall be to the
effect that:
(i) the Underwriting Agreement has been duly authorized, executed and
delivered by the Company;
(ii) the Indenture has been duly authorized, executed and delivered,
has been duly qualified under the Trust Indenture Act of 1939, as amended,
and constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws affecting creditors' rights generally from time
to time in effect and, as to the enforceability of obligations, to general
principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law;
(iii) the Offered Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters in accordance
with the terms of the Underwriting Agreement, will constitute legal, valid
and binding obligations of the Company, entitled to the benefits of the
Indenture, and conform to the description thereof contained in the
Prospectus;
(iv) the Registration Statement became effective under the Securities
Act, and to the best knowledge of such counsel, no stop order suspending
the effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been initiated or are pending or
contemplated under the Securities Act; and
(v) such counsel (1) believes that (except for financial statements
and related schedules and other
<PAGE>
2
financial data as to which such counsel need not express any belief and
except for that part of the Registration Statement that constitutes the
Form T-1 heretofore referred to) each part of the Registration Statement,
when such part became effective, did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (2) is
of the opinion that the Registration Statement and Prospectus (except for
financial statements and related schedules and other financial data
included therein as to which such counsel need not express any opinion)
comply as to form in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder and (3)
believes that (except for financial statements and related schedules and
other financial data as to which such counsel need not express any belief)
the Prospectus as of the date such opinion is delivered does not contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
With respect to clause (v) above, such counsel may state that their opinion
and belief are based upon their participation in the preparation of the
Registration Statement and the Prospectus and any amendments or supplements
thereto (other than the documents incorporated by reference) and upon review and
discussion of the contents thereof (including documents incorporated by
reference) but are without independent check or verification, except as
specified.
Such counsel may rely, to the extent its opinions are based upon matters
governed by the laws of other jurisdictions, upon the opinion of other counsel
admitted to the bar in such jurisdictions.
<TABLE>
<CAPTION>
BURLINGTON RESOURCES INC.
RATIO OF EARNINGS TO FIXED CHARGES
EXHIBIT 12.1
(UNAUDITED)
Three
Months Ended December 31,
----------------------------------------------------------------
3/31/99 1998 1997 1996 1995 1994
-------------- ---------- -------- ---------- --------- ---------
(In Millions, Except Ratio Amounts)
Earnings
<S> <C> <C> <C> <C> <C> <C>
Income Before Income Taxes..................... $ (14) $ 95 $411 $433 $ (543) $ (247)
Add
Interest and fixed charges................... 41 148 142 147 147 116
Portion of rent under long-term
operating leases representative of
an interest factor......................... 2 6 7 8 7 7
--------- ------- -------- -------- ---------- ----------
Total Earnings Available for Fixed Charges..... $ 29 $ 249 $560 $588 $ (389) $ (124)
========= ======= ======== ======== ========== ==========
Fixed Charges
Interest and fixed charges..................... $ 41 $ 148 $142 $147 $ 147 $ 116
Portion of rent under long-term operating
leases representative of an interest factor.. 2 6 7 8 7 7
Capitalized interest........................... - 14 12 14 19 23
--------- ------- -------- -------- ---------- ----------
Total Fixed Charges............................ $ 43 $ 168 $161 $169 $ 173 $ 146
========= ======= ======== ======== ========== ==========
Ratio of Earnings to Fixed Charges (1)........ - x 1.48.x 3.48.x 3.48 x - x - x
========= ======= ======== ======== ========== ==========
</TABLE>
(1) Total earnings available for fixed charges or the three months ended
3/31/99 and for the years 1995 and 1994 were inadequate to cover total
fixed charges in the amount of approximately $14 million, $567 million and
$274 million, respectively.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 20, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders,
which is incorporated by reference in Burlington Resources Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1998. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
July 19, 1999
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)
399 Park Avenue, New York, New York 13-5266470
(Address of principal executive office) (I.R.S. employer identification no.)
10043
(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 identification no.)
incorporation or organization)
5051 Westheimer, Suite 1400
Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
-------------------------
Debt Securities
(Title of the indenture securities)
<PAGE>
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.
Name Address
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
(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.
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as exhibits hereto.
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.
<PAGE>
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.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of
March 31, 1999- 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 19th day
of July, 1999.
CITIBANK, N.A.
By /s/ Florence Mills
-------------------------
Florence Mills
Senior Trust Officer
<PAGE>
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A.
of New York in the State of New York, at the close of business on March 31,
1999, published in response to call made by Comptroller of the Currency, under
Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of
the Currency Northeastern District.
ASSETS
Thousands
of dollars
Cash and balances due from de-
pository institutions:
Noninterest-bearing balances
and currency and coin ............................ $ 7,997,000
Interest-bearing balances ........................ 12,201,000
Held-to-maturity securities ........................ 0
Available-for-sale securities ...................... 36,050,000
Federal funds sold and
securities purchased under
agreements to resell ............................. 8,658,000
Loans and lease financing
receivables:
Loans and Leases, net of un-
earned income .................................... $189,886,000
LESS: Allowance for loan
and lease losses ................... 4,674,000
----------
Loans and leases, net of un-
earned income, allowance,
and reserve ...................................... 185,212,000
Trading assets ..................................... 31,915,000
Premises and fixed assets (includ-
ing capitalized leases) .......................... 3,911,000
Other real estate owned ............................ 400,000
Investments in unconsolidated
subsidiaries and associated com-
panies ........................................... 1,128,000
Customers' liability to this bank
on acceptances outstanding ....................... 1,426,000
Intangible assets .................................. 3,560,000
Other assets ....................................... 12,578,000
TOTAL ASSETS ....................................... $304,316,000
LIABILITIES
Deposits:
In domestic offices .............................. $ 40,444,000
Noninterest-bearing ............ $13,607,000
Interest-bearing ............... 26,837,000
-----------
In foreign offices, Edge and
Agreement subsidiaries, and
IBFs ............................................. 173,560,000
Noninterest-bearing ............ 11,287,000
Interest-bearing ............... 162,273,000
-----------
Federal funds purchased and
securities sold under agree-
ments to repurchase .............................. 6,977,000
Trading liabilities ................................ 25,422,000
Other borrowed money (includes
mortgage indebtedness and
obligations under capitalized
leases):
With a remaining maturity of one
year or less ..................................... 11,454,000
With a remaining maturity of more
than one year through three years ................ 1,569,000
With a remaining maturity of more
than three years ................................. 2,156,000
Bank's liability on acceptances ex-
ecuted and outstanding ........................... 1,500,000
Subordinated notes and
debentures ....................................... 6,600,000
Other liabilities .................................. 14,406,000
------------
TOTAL LIABILITIES .................................. $284,088,000
============
EQUITY CAPITAL
Perpetual preferred stock
and related surplus .............................. 0
Common stock ....................................... $ 751,000
Surplus ............................................ 9,524,000
Undivided profits and capital re-
serves ........................................... 10,651,000
Net unrealized holding gains (losses)
on available-for-sale securities ................. 31,000
Accumulated net gains (losses)
on cash flow hedges ............................... 0
Cumulative foreign currency
translation adjustments .......................... (729,000)
------------
TOTAL EQUITY CAPITAL ............................... $ 20,228,000
------------
TOTAL LIABILITIES, LIMITED-
LIFE PREFERRED STOCK, AND
EQUITY CAPITAL ................................... $304,316,000
============
I, Roger W. Trupin, Controller of the above-named bank do hereby declare that
this Report of Condition is true and correct to the best of my knowledge and
belief.
ROGER W. TRUPIN
CONTROLLER
We, the undersigned directors, attest to the correctness of this Report of
Condition. We declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions and
is true and correct.
PAUL J. COLLINS
JOHN S. REED
WILLIAM R. RHODES
DIRECTORS
