EXHIBIT (a)(5)(v)
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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JOANNE CASDEN,
C.A. No. 18712NC
Plaintiff,
V.
CLASS ACTION COMPLAINT
PETER A. DEA, DERRILL CODY, ----------------------
WILLIAM W. GRANT III, C.
ROBERT BUFORD, JAMES M.
FITZGIBBONS, HENNIE L.J.M.
GIESKES, PHILLIPPE S.E.
SCHREIBER and BARRETT
RESOURCES CORPORATION,
Defendants.
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Plaintiff, by her attorneys, alleges upon information and belief,
except as to paragraph 1 which plaintiff alleges upon knowledge, as follows:
1. Plaintiff Joanne Casden is and was, at all times relevant to this
action, a stockholder of defendant Barrett Resources Corp. ("Barrett" or the
"Company").
2. Defendant Barrett is a corporation duly organized and existing
under the laws of the state of Delaware, with principal offices located at 1515
Araphoe Street, Tower 3, Suite 1000, Denver, Colorado 80202. Barrett explores
for and produces natural gas and crude oil.
3. Defendant Peter A. Dea is and was, at all times relevant hereto,
Chairman of the Board of Directors and Chief Executive Officer of Barrett.
4. Defendant Derrill Cody is and was, at all times relevant hereto,
a Director of Barrett.
5. Defendant William W. Grant III is and was, at all times relevant
hereto, a Director of Barrett.
6. Defendant C. Robert Buford is and was, at all times relevant
hereto, a Director of Barrett.
7. Defendant James M. Fitzgibbons is and was, at all times relevant
hereto, a Director of Barrett.
8. Defendant Hennie L.J.M. Gieskes is and was, at all times relevant
hereto, a Director of Barrett.
9. Defendant Phillippe S.E. Schreiber is and was, at all times
relevant hereto, a Director of Barrett.
10. By reason of their positions as officers and directors of
Barrett, each Individual Defendant has a fiduciary relationship and
responsibility to plaintiff and the other common public stockholders of Barrett
and owes to plaintiff and the other class members the highest obligations of
good faith and fair dealing.
CLASS ACTION ALLEGATIONS
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11. Plaintiff brings this action on his own behalf and as a class
action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of
all common stockholders of Barrett, or their successors in interest, who are
being and will be harmed by defendants' actions described below (the "Class").
Excluded from the Class are defendants herein and any person, firm, trust,
corporation, or other entity related to or affiliated with any of defendants.
12. This action is properly maintainable as a class action because:
a. The Class is so numerous that joinder of all members is
impracticable. There are hundreds, if not thousands, of Barrett stockholders who
are located throughout the United States;
b. There are questions of law and fact which are common to the
Class and which predominate over questions affecting any individual Class
members, including: whether the Individual Defendants have engaged or are
continuing to act in a manner calculated to benefit themselves at the expense of
the Barrett public stockholders;
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and whether plaintiff and the other Class members would be irreparably damaged
if the defendants are not enjoined in the manner described below;
c. Plaintiff is committed to prosecuting this action and has
retained competent counsel experienced in litigation of this nature. The claims
of plaintiff are typical of the claims of the other members of the Class and
plaintiff has the same interests as the other members of the Class. Accordingly,
plaintiff is an adequate representative of the Class and will fairly and
adequately protect the interests of the Class; and
CLAIM FOR RELIEF
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13. On or about March 7, 2001, Shell Oil Company ("Shell") offered to
acquire all the outstanding shares of Barrett common stock for $55.00 cash per
share, representing an aggregate purchase price of $1.8 billion, plus the
assumption of $400,000,000 of Barrett's debt.
14. Immediately following Shell's public announcement, the price for
Barrett's shares rose to over $60.00 per share, well beyond the $55.00 Shell
bid.
15. In light of the foregoing, the Individual Defendants must, as
their fiduciary obligations require:
a. undertake an appropriate evaluation of Barrett's worth as a
merger/acquisition candidate;
b. take all appropriate steps to enhance Barrett's value and
attractiveness as a merger/acquisition candidate; and
c. take all appropriate steps to effectively expose Barrett to
the marketplace in an effort to create an active auction for Barrett, including
but not limited to engaging in serious negotiations with Shell or its
representatives.
16. As a result of defendants' failure to take such steps, plaintiff
and the other members of the Class will be damaged in that they will be denied
the opportunity to benefit from a value maximizing transaction.
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17. Unless enjoined by this Court, defendants will continue to breach
their fiduciary duties owed to plaintiff and the other members of the Class, by
maintaining themselves in office and/or failing to take the steps set forth
above, to the irreparable harm of the Class.
18. Plaintiff and the other members of the Class have no adequate
remedy at law.
WHEREFORE, plaintiff prays for judgment and relief as follows:
A. Ordering that this action may be maintained as a class action and
certifying plaintiff as Class representative;
B. Entering an order requiring defendants to take the steps set
forth herein above;
C. Awarding the Class compensatory damages against defendants
individually and severally in an amount to be determined upon the proof
submitted to this Court;
D. Awarding plaintiff the costs and disbursements of this action,
including a reasonable allowance for counsel's fees and experts' fees; and
E. Granting such other and further relief as to the Court may seem
just and proper.
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
By:
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919 North Market Street
Suite 1401, Mellon Bank Center
Wilmington, Delaware 19899
(302) 656-4433
Attorneys for Plaintiff
OF COUNSEL:
ABBEY GARDY, LLP
212 East 39th Street
New York, New York 10016
(212) 889-3700
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