Securities Law & Instruments

Headnote

Ontario Securities Commission - Relief grantedto a US company from the requirement to deliver interim financialstatements to its shareholders in Ontario subject to companydelivery to Ontario shareholders the disclosure materials sentto U.S. shareholders, inserting a notification in its annualreport and annual financial statements that the interim financialstatements are filed in SEDAR and available on request at nocharge, and issuing a press release prior to the filing of theinterim financial statements with a summary of the results -Ontario shareholders hold approximately 0.05 % of the company'ssecurities.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5 as am.,ss. 77, 79 and 80(b)(iii).

IN THE MATTER OF

THE SECURITIES ACT

(ONTARIO) (the "ACT")

AND

IN THE MATTER OF

BURLINGTON RESOURCES INC.

 

ORDER

(Section 80 of the Act)

WHEREAS the Commission has received anapplication from Burlington Resources Inc. ("Burlington")for a decision pursuant to section 80 of the Act that Burlingtonbe exempt from the requirement in section 79 of the Act to sendinterim financial statements to each holder of its securitieswhose latest address, as shown on its books, is in Ontario ("OntarioShareholders");

AND WHEREAS it was represented by Burlingtonto the Commission that:

1. Burlington is a corporation organized andsubsisting under the laws of the State of Delaware.

2. Burlington is a holding company engaged,through its principal subsidiaries, Burlington Oil & GasCompany LP, The Louisiana Land and Exploration Company, BurlingtonResources Canada Ltd. and Canadian Hunter Exploration Ltd.,in the exploration, development, production and marketingof crude oil, NGLs and natural gas. Burlington is one of theworld's largest independent oil and gas companies. Burlingtonhas properties in the United States, Canada, the United Kingdom,South America, Africa and China.

3. Burlington's principal executive officesare located at 5051 Westheimer, Suite 1400, Houston, Texas,77056.

4. The authorized capital of Burlington consistsof 325,000,000 common Shares and 75,000,000 shares of preferredstock, of which approximately 201,336,966 common shares (the"Common Shares") were issued and outstanding asat October 9, 2002.

5. The Common Shares are fully participatingand voting and are currently trading on the New York StockExchange.

6. Burlington has not made any direct publicdistributions in Canada.

7. Burlington is a reporting issuer in Quebecand became a reporting issuer in Ontario upon the listingof its shares of Common Shares on The Toronto Stock Exchange(the "TSX") on September 20, 2002.

8. As at October 9, 2002, Burlington had 238Ontario Shareholders holding 109,943 Common Shares, whichrepresents approximately 0.05% of the outstanding Common Shares.

9. Burlington's management is not aware ofany Burlington shareholder who owns in excess of 10% of theoutstanding Common Shares.

10. In November 1999, Burlington acquiredPoco Petroleums Ltd. ("Poco"), a TSX listed oiland gas exploration and development company by way of a planof arrangement (the "Arrangement"). In connectionwith the Arrangement, exchangeable shares (the "ExchangeableShares") of Burlington Resources Canada Inc. were listedon the TSX. The Exchangeable Shares were exchangeable intoCommon Shares. As of September 14, 2001, all ExchangeableShares had been exchanged for Common Shares.

11. Burlington currently files annual andinterim financial statements in accordance with the requirementsunder the Quebec Securities Act and certain exemptiverelief granted by the Quebec Securities Commission.

12. Burlington has received discretionaryrelief in Quebec such that Burlington is required to deliverto holders of its securities resident in Quebec all the disclosurematerials furnished to United States holders of its securities,("U.S. holders") including, but not limited to,copies of its annual report and all proxy solicitation materials.

13. Burlington is currently subject to thereporting requirements of the United States SecuritiesExchange Act of 1934 (the "Exchange Act").

14. Burlington does not mail interim financialstatements to U.S. Holders, nor is it required to do so pursuantto the Exchange Act.

15. Burlington intends to file all the financialstatements required under the Act.

AND WHEREAS the Commission is satisfiedthat to do so would not be prejudicial to the public interest;

THE DECISION of the Commission is that:

Pursuant to section 80 of the Act, Burlingtonis exempt from the requirement in section 79 of the Act to sendinterim financial statements to Ontario Shareholders, providedthat:

(i) Burlington shall continue to file allfinancial statements required under the Act;

(ii) Burlington shall send to all OntarioShareholders, concurrently with the delivery to the U.S.Holders, all the disclosure materials furnished to the U.S.Holders, including, but not limited to, copies of its annualreport and all proxy solicitation materials;

(iii) Burlington shall include a prominentnotification on its website and in its annual report, includingannual financial statements sent to Ontario Shareholdersthat the interim financial statements are prepared and filedon SEDAR and are available to Ontario Shareholders uponrequest at no charge; and

(iv) Burlington shall issue and file a pressrelease prior to the filing of its interim financial statementssummarizing the results of such interim financial statements.

October 18, 2002.

"Robert W. Korthals"                    "HaroldP. Hands"