As filed with the Securities and Exchange Commission on April 3, 2006
Registration No. 333-130967
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONOCOPHILLIPS
(Exact name of Registrant as Specified in its Charter)
Delaware 01-0526944
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
600 North Dairy Ashford Road
Houston, Texas 77079
(Address of Principal Executive Offices) (Zip Code)
1993 Burlington Resources Inc. ("BR") Stock Incentive Plan; BR 1997 Employee
Stock Incentive Plan; BR 2002 Stock Incentive Plan; BR 2000 Stock Option Plan
for Non-Employee Directors; BR 1992 Stock Option Plan for Non-Employee
Directors; The Louisiana Land and Exploration Company ("LL&E") 1995 Stock Option
Plan; LL&E 1988 Long-Term Stock Incentive Plan; LL&E Long-Term Stock Incentive
Plan; Burlington Resources Inc. Retirement Savings Plan; Employee Savings Plan
for Eligible Employees of Burlington Resources Canada Ltd.
(Full Title of Plans)
---------------------
STEPHEN F. GATES, ESQ.
SENIOR VICE PRESIDENT, LEGAL AND GENERAL COUNSEL
CONOCOPHILLIPS
600 NORTH DAIRY ASHFORD ROAD
HOUSTON, TEXAS 77079
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(281) 293-1000
(Telephone Number, Including Area Code, of Agent for Service)
---------------------
Approximate date of commencement of proposed sale to employees: From
time to time after the effective date of this Registration Statement and the
effective time of the merger of Burlington Resources Inc. with and into a wholly
owned subsidiary of ConocoPhillips.
CALCULATION OF REGISTRATION FEE
- ------------------------------------------ --------------------- --------------------- --------------------- ------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (2) PER SHARE (3) PRICE (3) FEE (3)
- ------------------------------------------ --------------------- ------------------
- ------------------------------------------ --------------------- --------------------- --------------------- ------------------
Common Stock, $0.01 par value (1) 7,642,488 N/A N/A N/A
- ------------------------------------------ --------------------- --------------------- --------------------- ------------------
(1) Includes the associated rights to purchase ConocoPhillips preferred stock,
which initially are attached to and trade with the shares of ConocoPhillips
common stock being registered hereby.
(2) This Post-Effective Amendment No. 1 on Form S-8 covers up to 7,642,488
shares of common stock, par value $0.01 per share, of ConocoPhillips
originally registered on ConocoPhillips' Registration Statement on Form S-4
(File No. 333-130967), as amended, initially filed with the Securities and
Exchange Commission on January 11, 2006, to which this Amendment relates
(the "Registration Statement").
(3) Not applicable. All filing fees payable in connection with the registration
of these securities were paid in connection with the filing of the
Registration Statement.
Note: Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered and sold pursuant to the Burlington Resources Inc. Retirement
Savings Plan and the Employee Savings Plan for Eligible Employees of
Burlington Resources Canada Ltd.
EXPLANATORY NOTE
ConocoPhillips ("ConocoPhillips" or the "Registrant") hereby
amends its Registration Statement on Form S-4 (the "Form S-4") by filing this
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 (this "Amendment")
relating to 7,642,488 shares of common stock, par value $0.01 per share, of
ConocoPhillips ("ConocoPhillips Common Stock") issuable by ConocoPhillips in
connection with the following employee benefit plans of Burlington Resources
Inc. ("BR") and its subsidiaries: 1993 BR Stock Incentive Plan; BR 1997 Employee
Stock Incentive Plan; BR 2002 Stock Incentive Plan; BR 2000 Stock Option Plan
for Non-Employee Directors; BR 1992 Stock Option Plan for Non-Employee
Directors; The Louisiana Land and Exploration Company ("LL&E") 1995 Stock Option
Plan; LL&E 1988 Long-Term Stock Incentive Plan; LL&E Long-Term Stock Incentive
Plan; Burlington Resources Inc. Retirement Savings Plan; Employee Savings Plan
for Eligible Employees of Burlington Resources Canada Ltd. Pursuant to Rule
416(c) under the Securities Act of 1933, this Registration Statement also covers
an indeterminate amount of interests to be offered and sold pursuant to the
Burlington Resources Inc. Retirement Savings Plan and the Employee Savings Plan
for Eligible Employees of Burlington Resources Canada Ltd. All such shares of
ConocoPhillips Common Stock were originally registered under the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to the Form S-4.
On March 31, 2006, BR, a Delaware corporation, merged with and
into Cello Acquisition Corp. ("Cello"), a Delaware corporation and a wholly
owned subsidiary of ConocoPhillips (the "Merger"), pursuant to the Agreement and
Plan of Merger (the "Merger Agreement"), dated as of December 12, 2005, by and
among ConocoPhillips, Cello and BR. At the time the Merger was consummated (the
"Effective Time"), among other things, each issued and outstanding share of BR
Common Stock, par value $.01 per share ("BR Common Stock"), other than shares
held by ConocoPhillips, BR and their subsidiaries, was converted into the right
to receive 0.7214 shares of ConocoPhillips Common Stock and $46.50 in cash.
Pursuant to the Merger Agreement, each then outstanding option to purchase
shares of BR Common Stock, or BR stock options, was converted into an option to
acquire a number of shares of ConocoPhillips Common Stock equal to the product
of (a) the number of shares of BR Common Stock subject to such option
immediately prior to the Effective Time multiplied by (b) the Stock Award
Exchange Ratio (as defined in the next sentence), rounded down to the nearest
whole share. The "Stock Award Exchange Ratio" means the sum of 0.7214 and a
fraction, the numerator of which is $46.50 and the denominator of which is the
closing per share price of ConocoPhillips Common Stock on the NYSE on the last
trading day immediately preceding the closing date of the Merger.
In addition, at the Effective Time, each then outstanding
share of restricted BR Common Stock granted prior to the signing of the Merger
Agreement pursuant to the BR stock plans vested and was treated in the same
manner as other shares of BR Common Stock. Shares of restricted BR Common Stock
granted pursuant to the BR stock plans after the signing of the Merger Agreement
which were outstanding at the Effective Time did not vest at the Effective Time
but instead will remain subject to their original terms (including provisions
for acceleration of vesting upon certain qualifying terminations of employment
following the Effective Time). Those unvested shares of restricted BR Common
Stock were converted at the Effective Time into a number of shares of
ConocoPhillips Common Stock determined by multiplying the
number of shares of BR Common Stock subject to such award immediately prior to
the Effective Time by the Stock Award Exchange Ratio.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
All information required by Part I to be contained in the
prospectus is omitted from this Amendment in accordance with Rule 428 under the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by ConocoPhillips
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) ConocoPhillips' Annual Report on Form 10-K for the fiscal year ended
December 31, 2005.
(b) ConocoPhillips' Current Reports on Form 8-K as filed with the SEC on
February 16, 2006; February 22, 2006; March 20, 2006; March 31, 2006;
and on Form 8-K/A as filed with the SEC on April 3, 2006.
(c) The description of ConocoPhillips common stock set forth in a
registration statement filed pursuant to Section 12 of the Exchange Act
and any amendment or report filed for the purpose of updating that
description.
All documents subsequently filed by ConocoPhillips pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of ConocoPhillips Common Stock to
be issued in connection with the Plans was passed upon for ConocoPhillips by
Stephen F. Gates, Esq., Senior Vice President, Legal, and General Counsel for
ConocoPhillips.
The consolidated financial statements, condensed consolidating
financial information and financial statement schedule of ConocoPhillips
appearing in ConocoPhillips' Annual Report (Form 10-K) for the year ended
December 31, 2005 and ConocoPhillips' management's assessment of the
effectiveness of internal control over financial reporting as of December 31,
2005 included therein, have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their reports thereon,
included therein, and incorporated herein by reference. Such consolidated
financial statements, condensed consolidating financial information, financial
statement schedule and management's assessment are incorporated herein by
reference in reliance upon such reports given on the authority of such firm as
experts in accounting and auditing.
The consolidated financial statements of Burlington Resources
Inc., incorporated herein by reference to ConocoPhillips' Current Report on Form
8-K/A dated March 31, 2006, have been so incorporated in reliance on the report
of PricewaterhouseCoopers LLP, an independent registered public accounting firm,
given on the authority of said firm as experts in auditing and accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ConocoPhillips is incorporated under the laws of the state of Delaware.
Section 102 of the Delaware General Corporation Law (the "DGCL") allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or to any of its stockholders for monetary damages for a breach
of fiduciary duty as a director, except (i) for breach of the director's duty of
loyalty, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for certain unlawful
dividends and stock repurchases or (iv) for any transaction from which the
director derived an improper personal benefit. Article NINTH of the Company's
Restated Certificate of Incorporation (the "Certificate"), provides that no
director shall be personally liable to the Company or its stockholders for
monetary damages for any breach of his fiduciary duty as a director, except as
provided in Section 102 of the DGCL.
Section 145 of the DGCL provides that in the case of any action other
than one by or in the right of the corporation, a corporation may indemnify any
person who was or is a party, or is threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in such capacity on behalf of another corporation or enterprise, against
expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action if he acted in good
faith and in a manner he 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 his conduct was unlawful.
Section 145 of the DGCL provides that in the case of an action by or in
the right of a corporation to procure a judgment in its favor, a corporation may
indemnify any person who was or is a party, or is threatened to be made a party
to any action or suit by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation in such capacity on behalf of another corporation
or enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted under standards similar to those set forth in the
preceding paragraph, except that no indemnification may be made in respect of
any action or claim as to which such person shall have been adjudged to be
liable to the corporation, unless a court determines that such person is fairly
and reasonably entitled to indemnification.
Article VIII of the Company's Bylaws provides for indemnification of
any person who was, is or is threatened to be made, a party to any action, suit
or proceeding by reason of the fact that he is or was a director, officer or
employee of the Company, or was serving at the request of the Company in that
capacity for another entity, to the fullest extent permitted by the DGCL.
Directors and officers of the Company are insured, at the expense of
the Company, against certain liabilities which might arise out of their
employment and which might not be subject to indemnification under the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent
post-effective
amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1) (ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
Texas, on April 3, 2006.
CONOCOPHILLIPS
By: /s/ James J. Mulva*
--------------------------------------
James J. Mulva
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated below, on this 3rd day of April, 2006.
PRINCIPAL EXECUTIVE OFFICERS (AND DIRECTORS) DIRECTORS
/s/ James J. Mulva*
James J. Mulva, Richard L. Armitage+
Chairman of the Board, President and
Chief Executive Officer /s/ Richard H. Auchinleck*
Richard H. Auchinleck
PRINCIPAL FINANCIAL OFFICER
/s/ Norman R. Augustine*
/s/ John A. Carrig* Norman R. Augustine
John A. Carrig,
Executive Vice President, Finance, /s/ James E. Copeland*
and Chief Financial Officer James E. Copeland
PRINCIPAL ACCOUNTING OFFICER /s/ Kenneth R. Duberstein*
/s/ Rand C. Berney* Kenneth R. Duberstein
Rand C. Berney,
Vice President and Controller /s/ Ruth R. Harkin*
Ruth R. Harkin
/s/ Larry D. Horner*
Larry D. Horner
/s/ Charles C. Krulak*
Charles C. Krulak
/s/ Harold McGraw III*
Harold McGraw III
/s/ Harald Norvik*
Harald Norvik
/s/ William K. Reilly*
William K. Reilly
/s/ William R. Rhodes*
William R. Rhodes
/s/ J. Stapleton Roy*
J. Stapleton Roy
Bobby S. Shackouls+
/s/ Victoria J. Tschinkel*
Victoria J. Tschinkel
/s/ Kathryn C. Turner*
Kathryn C. Turner
William E. Wade, Jr. +
*By: /s/ Stephen F. Gates
Stephen F. Gates,
Attorney-in-Fact
+ Board members appointed as of March 31, 2006.
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN AND EMPLOYEE SAVINGS
PLAN FOR ELIGIBLE EMPLOYEES OF BURLINGTON RESOURCES CANADA LTD. Pursuant to the
requirements of the Securities Act of 1933, the trustees (or other persons who
administer the Burlington Resources Inc. Retirement Savings Plan and Employee
Savings Plan for Eligible Employees of Burlington Resources Canada Ltd.) have
duly caused this registration statement to be signed on behalf of the Burlington
Resources Inc. Retirement Savings Plan and Employee Savings Plan for Eligible
Employees of Burlington Resources Canada Ltd. by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on April 3, 2006.
BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN
EMPLOYEE SAVINGS PLAN FOR ELIGIBLE EMPLOYEES OF
BURLINGTON RESOURCES CANADA LTD.
(Plans)
By: /s/ J.W. Sheets
-------------------------------------------------
Name: J.W. Sheets
Title: Administrator
EXHIBIT INDEX
Exhibit Description
Number
4.1 Restated Certificate of Incorporation of ConocoPhillips,
filed as Exhibit 3.1 to ConocoPhillips' Form 8-K, dated
August 30, 2002, and incorporated herein by reference.
4.2 By-Laws of ConocoPhillips, as amended on February 4, 2005
(incorporated by reference to Exhibit 99.1 to the Current
Report of ConocoPhillips on Form 8-K filed on February 10,
2005; File No. 001-323395).
4.3 Rights Agreement, dated as of June 30, 2002, between
ConocoPhillips and Mellon Investor Services LLC as rights
agent, which includes as Exhibit A the form of Certificate of
Designations of Series A Junior Participating Preferred
Stock, as Exhibit B to the form of Rights Certificate and as
Exhibit C to the Summary of Rights to Purchase Preferred
Stock (incorporated by reference to Exhibit 4.1 to the Form
8-K).
5.1 Opinion of Stephen F. Gates, Esq., Senior Vice President,
Legal, and General Counsel to ConocoPhillips (previously
filed as exhibit 5.1 to Pre-Effective Amendment No. 1 to
Form S-4).
8.1 Opinion of Wachtell, Lipton, Rosen and Katz regarding certain
U.S. federal income tax consequences relating to the merger.
8.2 Opinion of White & Case LLP regarding certain U.S. federal
income tax consequences relating to the merger.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Stephen F. Gates (included in the opinion
previously filed as exhibit 5.1 to Pre-Effective Amendment
No. 1 to Form S-4).
23.4 Consent of Wachtell, Lipton, Rosen and Katz (included in the
opinion filed as Exhibit 8.1 to this Registration Statement).
23.5 Consent of White & Case LLP (included in the opinion filed as
exhibit 8.2 to this Registration Statement).
24.1 Powers of Attorney.*
* Previously filed on January 11, 2006.
Exhibit 8.1
[LETTERHEAD OF WLRK]
March 31, 2006
ConocoPhillips
600 North Dairy Ashford Road
Houston, Texas 77079
Ladies and Gentlemen:
We have acted as special counsel for ConocoPhillips, a Delaware
corporation ("CONOCOPHILLIPS"), in connection with the proposed merger (the
"MERGER") of Burlington Resources Inc., a Delaware corporation ( "BURLINGTON"),
with and into Cello Acquisition Corp., a Delaware corporation ("Merger Sub"),
that is, and at the Effective Time will be, a wholly owned subsidiary of
ConocoPhillips, pursuant to the Agreement and Plan of Merger dated as of
December 12, 2005, by and among ConocoPhillips, Merger Sub and Burlington (the
"AGREEMENT"). Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement. At your request, we are rendering
our opinion, pursuant to Section 7.2(c) of the Agreement, concerning certain
United States federal income tax matters.
In providing our opinion, we have examined the Agreement, the Form
S-4, including the Proxy Statement/Prospectus forming a part thereof, and such
other documents as we have deemed necessary or appropriate for purposes of our
opinion. In addition, we have assumed that (i) the transaction will be
consummated in accordance with the provisions of the Agreement and as described
in the Form S-4 (and no transaction or condition described therein and affecting
this opinion will be waived by any party), (ii) the statements concerning the
transaction and the parties thereto set forth in the Agreement are true,
complete and correct, and the Form S-4 is true, complete and correct, (iii) the
statements and representations made by ConocoPhillips, Merger Sub and Burlington
in their respective officer's certificates dated the date hereof and delivered
to us for purposes of this opinion (the "OFFICER'S CERTIFICATES") are true,
complete and correct and will remain true, complete and correct at all times up
to and including the Effective Time, (iv) any statements and representations
made in the Officer's Certificates "to the knowledge of" any person or similarly
qualified are and will be true, complete and correct without such qualification,
(v) the Merger will qualify as a statutory merger under the DGCL, and (vi)
ConocoPhillips, Merger Sub and Burlington and their respective subsidiaries will
treat the Merger for United States federal income tax purposes in a manner
consistent with the opinion set forth below. If any of the above described
assumptions are untrue for any reason or if the
ConocoPhillips
March 31, 2006
Page 2
transaction is consummated in a manner that is different from the manner
described in the Agreement or the Form S-4, our opinion as expressed below may
be adversely affected.
Based upon and subject to the foregoing, we are of the opinion that
for U.S. federal income tax purposes the Merger will constitute a
"reorganization" within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code").
Our opinion is based on current provisions of the Code, Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable laws or the facts and circumstances
surrounding the transaction, or any inaccuracy in the statements, facts,
assumptions or representations upon which we have relied, may affect the
continuing validity of our opinion as set forth herein. We assume no
responsibility to inform ConocoPhillips of any such change or inaccuracy that
may occur or come to our attention.
We are furnishing this opinion solely to you in connection with the
Merger and this opinion is not to be relied upon for any other purpose or by any
other person without our prior written consent. We hereby consent to the filing
of this opinion with the Securities and Exchange Commission as an exhibit to
Post-Effective Amendment No. 1 on Form S-8 to the Form S-4. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
Exhibit 8.2
[LETTERHEAD OF WHITE & CASE LLP]
March 31, 2006
Burlington Resources Inc.
717 Texas Avenue, Suite 2100
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as special U.S. tax counsel to Burlington Resources Inc., a
Delaware corporation ("Burlington"), in connection with the proposed merger (the
"Merger") of Burlington with and into Cello Acquisition Corp., a Delaware
corporation ("Merger Sub") and a direct wholly-owned subsidiary of
ConocoPhillips, a Delaware corporation ("ConocoPhillips"), upon the terms and
conditions set forth in the Agreement and Plan of Merger, dated as of December
12, 2005, by and among ConocoPhillips, Merger Sub and Burlington (the "Merger
Agreement"). At your request and pursuant to Section 7.3(c) of the Merger
Agreement, we are rendering our opinion concerning certain U.S. federal income
tax consequences of the Merger. Any capitalized term used and not defined herein
has the meaning given to such term in the Merger Agreement.
Pursuant to the Merger Agreement, Burlington shall, at the Effective Time,
be merged with and into Merger Sub and each share of Burlington Common Stock
issued and outstanding immediately prior to the Effective Time (other than (i)
shares of Burlington Common Stock owned by ConocoPhillips, Merger Sub or
Burlington (except for shares of Burlington Common Stock held in trust or
otherwise set aside from shares held in Burlington's treasury pursuant to a
Burlington Benefit Plan other than a Burlington Stock Plan) and (ii) any
Dissenting Shares) shall be converted into (x) $46.50 in cash and (y) 0.7214 of
a validly issued, fully paid and non-assessable share of ConocoPhillips Common
Stock.
In providing our opinion, we have examined the Merger Agreement, the Form
S-4, including the Proxy Statement/Prospectus forming a part thereof, and such
other documents as we have deemed necessary or appropriate for purposes of our
opinion. In addition, for purposes of the opinion set forth below, we have
relied, with the consent of ConocoPhillips, Merger Sub and Burlington, upon the
accuracy and completeness of the statements and representations contained in the
officer's certificates of (i) ConocoPhillips and Merger Sub and (ii) Burlington
(the "Officer's Certificates"), and we have assumed that the Officer's
Certificates will be complete and accurate at all times up to and including the
Effective Time.
We have also assumed, with your consent, that (i) the transactions
contemplated by the Merger Agreement will be consummated in accordance with the
provisions of the Merger
Burlington Resources Inc.
March 31, 2006
Agreement and as described in the Form S-4 (and no transaction or condition
described therein and affecting this opinion will be waived by any party), (ii)
the statements concerning the transaction and the parties thereto set forth in
the Merger Agreement are, and will be at all times up to and including the
Effective Time, true, complete and correct, and the Form S-4 is true, complete
and correct, (iii) any statements and representations made in the Officer's
Certificates "to the knowledge of" or "to the best knowledge of" any person or
similarly qualified are and will be true, complete and correct without such
qualification, and (iv) the Merger will qualify as a merger under the applicable
laws of the State of Delaware. If any of the above described assumptions are
untrue for any reason or if the transaction is consummated in a manner that is
different from the manner described in the Merger Agreement or the Form S-4, our
opinion as expressed below may be adversely affected.
OPINION
Our opinion is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), the Treasury regulations issued thereunder, administrative
rulings, judicial decisions, and other applicable authorities, all as in effect
and available on the date hereof. The statutory provisions, regulations, and
interpretations upon which our opinion is based are subject to change, possibly
with retroactive effect, or differing judicial or administrative
interpretations, which could affect the tax consequences described herein. In
addition, there can be no assurance that positions contrary to those stated in
our opinion may not be asserted by the Internal Revenue Service, and no rulings
will be obtained from the Internal Revenue Service concerning the matters
described in this opinion.
Based upon and subject to the foregoing, we are of the opinion that for
U.S. federal income tax purposes the Merger will constitute a "reorganization"
within the meaning of Section 368(a) of the Code.
Any change in applicable laws or the facts and circumstances surrounding
the transaction, or any inaccuracy in the statements, facts, assumptions or
representations upon which we have relied, may adversely affect the continuing
validity of the foregoing opinion. We assume no responsibility to inform
Burlington of any such change or inaccuracy that may occur or come to our
attention. Except for the opinion set forth above, we express no opinion as to
any other tax consequences of the Merger to any party under U.S. federal, state,
local or foreign laws.
We are furnishing this opinion to you solely for your benefit in
connection with the Merger, and this opinion may not be relied upon by any other
person or for any other purpose without our prior express written consent in
each instance. We hereby consent to the filing of this opinion with the U.S.
Securities and Exchange Commission as an exhibit to Post-Effective Amendment No.
1 on Form S-8 to the Form S-4. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended.
2
Burlington Resources Inc.
March 31, 2006
You (and each of your employees, representatives, or other agents) may
disclose to any and all persons, without limitations of any kind, the tax
treatment and tax structure of the transactions described herein and all
materials of any kind (including this opinion or other opinions or other tax
analyses) that are provided to you relating to such tax treatment and tax
structure. For purposes of this authorization, "tax treatment" means the
purported or claimed U.S. federal or state income tax treatment of the
transaction, and "tax structure" means any fact that may be relevant to
understanding the purported or claimed U.S. federal or state income tax
treatment of the transaction. The authorization to disclose the tax treatment
and tax structure of the transactions described herein contained in this
paragraph was applicable immediately upon commencement of discussions with
respect to the transactions described herein.
Very truly yours,
/s/ White & Case LLP
3
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in
Post-Effective Amendment No. 1 on Form S-8 to the Form S-4 Registration
Statement of ConocoPhillips (Form S-8 No. 333-130967) pertaining to the 1993
Burlington Resources Inc. ("BR") Stock Incentive Plan, BR 1997 Employee Stock
Incentive Plan, BR 2002 Stock Incentive Plan, BR 2000 Stock Option Plan for
Non-Employee Directors, BR 1992 Stock Option Plan for Non-Employee Directors,
The Louisiana Land and Exploration Company ("LL&E") 1995 Stock Option Plan, LL&E
1988 Long-Term Stock Incentive Plan, LL&E Long-Term Stock Incentive Plan,
Burlington Resources Inc. Retirement Savings Plan, and Employee Savings Plan for
Eligible Employees of Burlington Resources Canada Ltd., and to the incorporation
by reference therein of our reports dated February 26, 2006, with respect to the
consolidated financial statements, condensed consolidating financial information
and financial statement schedule of ConocoPhillips included in its Annual Report
(Form 10-K) for the year ended December 31, 2005, ConocoPhillips' management's
assessment of the effectiveness of internal control over financial reporting,
and the effectiveness of internal control over financial reporting of
ConocoPhillips, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
March 31, 2006
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 on Form S-8 to Form S-4 of our report dated February 28, 2006
relating to the consolidated financial statements, management's assessment of
the effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting of Burlington
Resources Inc., which is incorporated by reference in ConocoPhillips' Current
Report on Form 8-K/A dated March 31, 2006. We also consent to the reference to
us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
March 31, 2006