Exemption Orders (Discretionary)

BURLINGTON RESOURCES INC.


2001 BCSECCOM 171


Headnote

Mutual Reliance System for Exemptive Relief Applications - Relief granted from the registration and prospectus requirements in connection with trades in securities distributed under employee stock incentive plans on the condition that the issuer is not a reporting issuer, or its equivalent, in the jurisdiction, the connection to the jurisdiction is de minimus, and the trades are executed on a stock exchange or market outside of Canada.

Applicable British Columbia Provisions

Securities Act, R.S.B.C. 1996, c. 418, ss. 48 and 76


IN THE MATTER OF THE SECURITIES LEGISLATION OF ALBERTA, BRITISH COLUMBIA AND SASKATCHEWAN

AND

IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF BURLINGTON RESOURCES INC.

MRRS DECISION DOCUMENT


1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta, British Columbia and Saskatchewan (the “Jurisdictions”) has received an application from Burlington Resources Inc. ("Burlington") for a decision under the securities legislation of the Jurisdictions (the “Legislation”) that the requirements under the Legislation to be registered to trade in a security (the “Registration Requirement”) and to file and obtain a receipt for a preliminary prospectus and a prospectus (the “Prospectus Requirement”) shall not apply to certain trades by employees of Burlington and its affiliates in common stock of Burlington acquired under certain employee stock incentive plans;

2. AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Alberta Securities Commission is the principal regulator for this application;

3. AND WHEREAS Burlington has represented to the Decision Makers that:

3.1. Burlington is a corporation incorporated under the laws of the State of Delaware;

3.2. the head office of Burlington is located in Houston, Texas;

3.3. the authorized capital of Burlington includes 325,000,000 shares of common stock (“Burlington Shares”);

3.4. as of September 30, 2000, there were 215,357,074 Burlington Shares outstanding;

3.5. the Burlington Shares are listed and posted for trading on the New York Stock Exchange (the "NYSE");

3.6. Burlington is subject to the reporting requirements under the Securities Exchange Act of 1934 (the "1934 Act") in the United States of America;

3.7. Burlington is not a reporting issuer in any of the Jurisdictions;

3.8. Burlington intends to implement the 1993 Stock Incentive Plan and the 1997 Employee Stock Incentive Plan (collectively, the “Plans”) in the Jurisdictions;

3.9. eligible employees of Burlington and its affiliates resident in the Jurisdictions may participate in the Plans (“Participants”);

3.10. under the Plans, Burlington may grant options to purchase Burlington Shares (“Options”), restricted stock, stock appreciation rights and other convertible securities (collectively, "Convertible Securities") to Participants;

3.11. Convertible Securities may be exercised or converted to acquire Burlington Shares;

3.12. Burlington Shares provided to Participants upon the exercise or conversion of Convertible Securities will be issued by Burlington from authorized capital;

3.13. Burlington engages the services of an agent (the “Agent”) to assist in the exercise of Options granted under the Plans;

3.14. the Agent is currently Paine Webber Incorporated;

3.15. the Agent is qualified to trade in securities under the applicable laws of the United States of America, but is not registered to trade in securities under the Legislation;

3.16. under the engagement with Burlington, the Agent may:

3.16.1. assist in the exercise of Options for Burlington Shares;

3.16.2. hold Options or Burlington Shares on behalf of Participants; and

3.16.3. sell Burlington Shares acquired upon the exercise of Options on behalf of Participants;

3.17. any sale of Burlington Shares by the Agent on behalf of Participants will be made through the NYSE;

3.18. participation in the Plans is voluntary and Participants will not be induced to participate in the Plans or acquire Convertible Securities or Burlington Shares by the expectation of employment or continued employment;

3.19. a plan prospectus prepared in accordance with applicable laws of the United States of America will be provided to Participants who acquire Convertible Securities or Burlington Shares under the Plans;

3.20. any information sent to security holders of Burlington in general will be sent to Participants who acquire restricted stock of Burlington or Burlington Shares under the Plans;

3.21. the number of Burlington Shares issued to Participants resident in any Jurisdiction will not exceed 10% of the number of outstanding Burlington Shares;

3.22. the number of Participants resident in any Jurisdiction will not exceed 10% of the number of holders of Burlington Shares;

3.23. an exemption from the Registration Requirement does not exist under the Legislation to permit Participants who acquire Burlington Shares upon the exercise of Options granted under the Plans to trade them through the Agent;

3.24. an exemption from the Prospectus Requirement does not exist under the Legislation of all of the Jurisdictions to permit the first trade of Burlington Shares acquired upon the exercise or conversion of Convertible Securities granted under the Plans;

4. AND WHEREAS pursuant to the System this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”);

5. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the authority to make the Decision has been met;

6. THE DECISION of the Decision Makers under the Legislation is that trades by Participants of Burlington Shares acquired upon the exercise of Options granted under the Plans shall be exempt from the Registration Requirement if made through the Agent and the facilities of the NYSE;

7. THE FURTHER DECISION of the Decision Makers under the Legislation is that the first trade by Participants of Burlington Shares acquired upon the exercise or conversion of Convertible Securities granted under the Plans shall be exempt from the Prospectus Requirement if made through the facilities of the NYSE.


DATED at Edmonton, Alberta this 16th day of January, 2001.

Eric T. Spink, Vice-Chair Jerry A. Bennis, FCA, Member
©2024 British Columbia Securities Commission