Securities Law & Instruments

Headnote

Mutual Reliance Review Systemfor Exemptive Relief Applications - relief granted to an issuerfrom the requirement to file an annual information form andfile and deliver annual and interim management discussion andanalysis, subject to certain conditions.

Rules Cited

OSC Rule 51-501- AIF and MD&A- ss. 2.1, 3.1, 4.1 and 4.3, s. 5.1.

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ONTARIO AND SASKATCHEWAN

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

BURLINGTON RESOURCES CANADALTD.

 

MRRS DECISION DOCUMENT

WHEREAS the local securitiesregulatory authority or regulator (the "Decision Maker")in Ontario and Saskatchewan, (collectively, the "Jurisdictions")has received an application from Burlington Resources CanadaLtd. (the "Issuer") for a decision pursuant to thesecurities legislation of the Jurisdictions (the "Legislation")that the requirements contained in the Legislation to prepareand file an annual information form (an "AIF") andwhere applicable, annual and interim management's discussionand analysis of the financial condition and results of operation("MD&A") and send such MD&A to security holdersof the Issuer shall not apply to the Issuer, subject to certainterms and conditions;

AND WHEREAS pursuantto the Mutual Reliance Review System for Exemptive Relief Applications(the "System"), the Saskatchewan Securities Commissionis the principal regulator for this application;

AND WHEREAS the Issuerhas represented to the Decision Makers that:

1. Burlington Resources Inc.("Burlington") is a corporation organized and subsistingunder the laws of the State of Delaware;

2. Burlington is currentlysubject to the reporting requirements of the SecuritiesExchange Act of 1934 (the "1934 Act") and isnot a reporting issuer or the equivalent in any Canadian provinceexcept Quebec;

3. Burlington has filed withthe Securities and Exchange Commission (the "SEC")all filings required to be made with the SEC under section13, 14 and 15(d) of the 1934 Act since it first became a reportingcompany;

4. As at December 31, 2001,Burlington had approximately US$4.34 billion in long-termdebt outstanding. All of Burlington's directly issued outstandinglong-term debt is rated BBB+ by Standard & Poor's Corporationand Baa1 by Moody's Investors Service, Inc;

5. The outstanding capitalstock of Burlington (the "Burlington Shares") islisted and posted for trading on the New York Stock Exchange(the "NYSE"). As at the close of trading on theNYSE on February 28, 2002, the Burlington Shares had a marketvalue of approximately US$7.5 billion;

6. Burlington is one of theworld's largest independent oil and gas companies and hasproperties in the United States, Canada, the United Kingdom,South America, Africa and China;

7. Burlington's principalexecutive offices are located in Houston, Texas;

8. The Issuer is a corporationgoverned by the laws of Alberta;

9. The Issuer was formed onSeptember 17, 2001 by the amalgamation of Burlington ResourcesCanada Energy Ltd., 947039 Alberta Ltd. and Burlington ResourcesCanada Inc.;

10. The Issuer is a directwholly owned subsidiary of Burlington;

11. The Issuer is a reportingissuer or the equivalent thereof in all of the provinces ofCanada;

12. The Issuer acts as anoperating subsidiary of Burlington for a portion of Burlington'sCanadian assets;

13. The head office of theIssuer is in Calgary, Alberta;

14. In addition to the securitiesof the Issuer held by Burlington, the outstanding securitiesof the Issuer consist of: Cdn. $100,000,000 of 6.40% notesmaturing December 3, 2003 and Cdn. $150,000,000 of 6.60% notesmaturing September 11, 2007 (collectively, the "Notes");

15. Effective April 3, 2000,Burlington unconditionally guaranteed all principal, interestand other amounts owing under the Notes; and

16. Pursuant to a decisionof the Alberta Securities Commission (as principal regulator)on behalf of the Jurisdictions and the local securities regulatoryauthority or regulator in each of the provinces of BritishColumbia, Alberta, Nova Scotia, New Brunswick and Newfoundlanddated March 9, 2001 the Issuer's continuous disclosure information,not including AIF and MD&A, will be satisfied by Burlingtonfiling and sending its continuous disclosure information tosecurity holders on behalf of the Issuer (the "March2001 MRRS Decision Document");

AND WHEREAS pursuantto the System this MRRS Decision Document evidences the decisionof each Decision Maker (collectively, the "Decision");

AND WHEREAS each of theDecision Makers is satisfied that the test contained in theLegislation that provides the Decision Maker with the jurisdictionto make the Decision has been met;

THE DECISION of the DecisionMakers under the Legislation is that the requirements containedin the Legislation to prepare and file an AIF, and where applicable,MD&A and send such MD&A to security holders of the Issuer,as applicable, shall not apply to the Issuer provided that Burlingtonis not in default of the March 2001 MRRS Decision Document.

July 26, 2002.

"Barbara Shourounis"