FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 25049
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): May 7, 2001
Barrett Resources Corporation
(Exact name of registrant as specified in its charter)
Delaware 84-832476
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(State or other jurisdiction (Commission file number) (IRS Employer Identification
of incorporation) Number)
1515 Arapahoe Street, Tower 3, Suite 1000, Denver, Colorado 80220
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (303) 572-3900
Not applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On May 7, 2001, Barrett Resources Corporation ("Barrett"), a Delaware
corporation, The Williams Companies, Inc., a Delaware corporation ("Parent"),
and Resources Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Parent ("Sub"), entered into the Agreement and Plan of Merger
dated as of May 7, 2001 (the "Merger Agreement") pursuant to which Sub has
agreed to commence a tender offer (the "Offer") for 16,730,502 outstanding
shares of Barrett common stock, par value $0.01 (the "Barrett Common Stock"), at
a price per share of $73.00, net to the seller in cash ("Offer Price"). The
Merger Agreement provides that subsequent to the successful consummation of the
Offer, Barrett will merge with Sub (the "Merger") pursuant to which each
outstanding share of Barrett Common Stock (other than any shares held directly
or indirectly by Parent, Sub or the Company, which shares will be cancelled)
will be converted into the right to receive 1.767 duly authorized, validly
issued, fully paid and non-assessable shares of common stock, par value $1.00,
of Parent (the "Parent Common Stock"). Barrett issued a press release announcing
the execution of the Merger Agreement on May 7, 2001, a copy of which is filed
as Exhibit 99.1 hereto and which is incorporated herein by reference.
The Merger is intended to constitute a tax-free reorganization under
the Internal Revenue Code of 1986, as amended. However, if an opinion of counsel
to that effect cannot be rendered, the Merger may be structured as a taxable
transaction.
Consummation of the Offer is subject to various conditions, including:
(i) the tender, without withdrawal prior to the expiration of the Offer, of
16,730,502 shares of Company Common Stock, (ii) the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and
(iii) satisfaction of certain other conditions.
Consummation of the Merger is subject to various conditions, including:
(i) approval and adoption of the Merger Agreement and the Merger by the
stockholders of Barrett; (ii) Sub's acceptance for payment and payment for
shares of the Barrett Common Stock pursuant to the Offer; (iii) registration of
the shares of Parent Common Stock to be issued in the Merger under the
Securities Act of 1933, as amended (the "Securities Act"); and (iv) satisfaction
of certain other conditions.
The Merger Agreement and the transactions contemplated thereby will be
submitted for adoption and approval at a meeting of the stockholders of Barrett.
Prior to such meeting, Parent will file a registration statement with the
Securities and Exchange Commission registering under the Securities Act the
Parent Common Stock to be issued in the Merger. Such shares of Parent Common
Stock will be offered to Barrett stockholders pursuant to a prospectus that will
be included with the proxy statement for Barrett's stockholders' meeting.
The foregoing summary of the Merger Agreement is qualified in its
entirety by reference to the text of such agreement, a copy of which is filed as
Exhibit 10.1 hereto and which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) -- (b) Not applicable.
(c) Exhibits.
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10.1 Agreement and Plan of Merger, dated as of May 7, 2001, between
Barrett Resources Corporation, The Williams Companies, Inc. and Resources
Acquisition Corp.
99.1 Text of press release dated May 7, 2001, issued by Barrett
Resources Corporation.
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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
BARRETT RESOURCES CORPORATION
Date: May 7, 2001 By: /s/ Eugene A. Lang, Jr.
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Executive Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
10.1 Agreement and Plan of Merger, dated as of May 7, 2001, between
Barrett Resources Corporation, The Williams Companies, Inc. and Resources
Acquisition Corp.
99.1 Text of press release dated May 7, 2001, issued by Barrett
Resources Corporation.
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