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Exhibit (a)(9)
[WILLIAMS LOGO]
News Release
NYSE:WMB
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Date: May 14, 2001
Contact: Kelly Swan Rick Rodekohr Richard George
Williams (media relations) Williams (investor relations) Williams (investor relations)
(918) 573-6932 (918) 573-2087 (918) 573-3679
kelly.swan@williams.com rick.rodekohr@williams.com richard.george@williams.com
WILLIAMS INITIATES TENDER OFFER FOR BARRETT RESOURCES
Companies Moving Forward After Last Week's Definitive Agreement
TULSA, Okla. - Williams (NYSE:WMB) announced today it has commenced a
cash tender offer at $73 per share for 16,730,502 shares of Barrett Resources
(NYSE:BRR) common stock. The offer is being made pursuant to the previously
announced definitive agreement to merge Barrett Resources with a unit of
Williams.
The offer is scheduled to expire at midnight on June 11, 2001.
Following the tender offer, Williams intends to acquire the remaining equity
interest in Barrett Resources through a merger transaction in which each share
that was not purchased in the offer will be converted into 1.767 shares of
Williams common stock.
The terms and conditions of the tender offer are fully set forth in
Williams' offer to purchase and the related letter of transmittal that are being
filed with the Securities and Exchange Commission today.
The tender offer is subject to certain conditions, including obtaining
clearance of the transaction under federal antitrust laws and tenders of a
minimum of 16,730,502 shares of Barrett Resources common stock. If more than
16,730,502 shares are validly tendered into the offer and not withdrawn prior to
the expiration of the offer, Williams will accept for payment only 16,730,502
shares on a pro rata basis -- with appropriate adjustments to avoid purchase of
fractional shares -- based on the number of shares properly tendered by each
shareholder.
The transaction would more than double Williams' natural gas reserves
while significantly enhancing the company's longer-term ability to profitably
grow its power business.
ADDITIONAL INFORMATION
This news release is being filed pursuant to Rule 425 under the
Securities Act of 1933. It does not constitute an offer of sale of securities.
Shareholders of Barrett and other investors are urged to read the tender offer
materials, when available, and the proxy statement/prospectus that will be
included in the registration statement on Form S-4 to be filed by Williams in
connection with the second-step merger. These materials will
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contain important information about Barrett, Williams, the merger, the people
soliciting proxies relating to the merger, their interests in the merger and
related matters.
In addition to the tender offer materials and registration statement
and the joint proxy statement/prospectus to be filed in connection with the
merger, Williams and Barrett file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements or other information filed by
Barrett or Williams at the SEC Public Reference Rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at any of the SEC's other public reference rooms in
New York and Chicago. Please call the SEC at (800) SEC-0330 for further
information on the public reference rooms. Williams' and Barrett's filings with
the SEC are also available to the public from commercial document-retrieval
services and at the web site maintained by the SEC at www.sec.gov. Free copies
of the tender offer materials and joint proxy statement/prospectus, when
available, and these other documents may also be obtained from Williams by
directing a request through the investor relations portion of Williams' website
at www.williams.com or by mail to Williams, One Williams Center, 50th Floor,
Tulsa, Okla., 74172, Attention: Investor Relations, Telephone: (800) 600-3782.
ABOUT WILLIAMS (NYSE: WMB)
Williams, through its subsidiaries, connects businesses to energy, delivering
innovative, reliable products and services. Williams information is available at
www.williams.com.
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Portions of this document may constitute "forward-looking statements" as defined
by federal law. Although the company believes any such statements are based on
reasonable assumptions, there is no assurance that actual outcomes will not be
materially different. Any such statements are made in reliance on the "safe
harbor" protections provided under the Private Securities Reform Act of 1995.
Additional information about issues that could lead to material changes in
performance is contained in the company's annual reports filed with the
Securities and Exchange Commission.
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