8-K/A 1 burl8ka082202.txt AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2001 BURLINGTON RESOURCES INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-9971 91-1413284 -------------------------------------------------------------------------------- (State or other Jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 5051 Westheimer, Suite 1400, Houston, Texas 77056 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 713-624-9500 ---------------------------- EXPLANATORY NOTE This Amendment No. 1 to Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Burlington Resources Inc. on August 22, 2001 by replacing Exhibit 5.2, "Opinion of Stewart McKelvey Stirling Scales," filed thereto, with Exhibit 5.2, "Opinion of Stewart McKelvey Stirling Scales, as amended." Item 7. Financial Statements and Exhibits Exhibit No. Description ----------- ----------- 4.1* Form of Senior Debt Security Due 2011 of Burlington Resources Finance Company with Form of Guarantee of Burlington Resources Inc. 4.2* Form of Senior Debt Security Due 2031 of Burlington Resources Finance Company with Form of Guarantee of Burlington Resources Inc. 5.1* Opinion of Cahill Gordon & Reindel. 5.2 Opinion of Stewart McKelvey Stirling Scales, as amended. 8.1* Opinion of White & Case LLP as to certain United States federal income tax matters. 8.2* Opinion of Bennett Jones LLP as to certain Canadian federal income tax matters. * Previously filed as an exhibit to the Current Report on Form 8-K filed by Burlington Resources Inc. on August 22, 2001. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BURLINGTON RESOURCES INC. Date: March 13, 2003 By: /s/ Frederick J. Plaeger, II ----------------------------------------- Name: Frederick J. Plaeger, II Title: Vice President and General Counsel EXHIBIT INDEX Exhibit No. Description 4.1* Form of Senior Debt Security Due 2011 of Burlington Resources Finance Company with Form of Guarantee of Burlington Resources Inc. 4.2* Form of Senior Debt Security Due 2031 of Burlington Resources Finance Company with Form of Guarantee of Burlington Resources Inc. 5.1* Opinion of Cahill Gordon & Reindel. 5.2 Opinion of Stewart McKelvey Stirling Scales, as amended. 8.1* Opinion of White & Case LLP as to certain United States federal income tax matters. 8.2* Opinion of Bennett Jones LLP as to certain Canadian federal income tax matters. * Previously filed as an exhibit to the Current Report on Form 8-K filed by Burlington Resources Inc. on August 22, 2001.