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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
TENDER OFFER STATEMENT
under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
Barrett Resources Corporation
(Name of Subject Company (issuer))
SRM Acquisition Company
an Indirect Wholly Owned Subsidiary of
Shell Oil Company
(Names of Filing Persons) (offerors))
Common Stock, Par Value $.01 Per Share
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
068480201
(CUSIP Number)
Lori M. Muratta
Senior Counsel, Corporate
Shell Oil Company
One Shell Plaza
910 Louisiana
Houston, Texas 77002
(713) 241-6161
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Joseph A. Cialone, II
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
(713) 229-1234
CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
Not Applicable Not Applicable
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
Form or Registration No.: Date Filed:
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
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PRESS RELEASE
SHELL OIL COMPANY ANNOUNCES PROPOSAL TO ACQUIRE BARRETT RESOURCES
FOR $55 PER SHARE IN CASH
HOUSTON (MARCH 7, 2001) -- Shell Oil Company (Shell), a wholly owned member
of the Royal Dutch/Shell Group, today announced that on March 1, 2001, it made a
proposal to the Board of Directors of Barrett Resources Corporation (NYSE: BRR)
to acquire all of the outstanding shares of Barrett common stock at a price of
$55.00 per share in cash. The price offered represents a 24 percent premium over
the Feb. 28, 2001, closing price of $44.25, the day before Shell first made its
acquisition proposal. This offer represents an aggregate purchase price of
approximately $1.8 billion plus the assumption of Barrett's debt of
approximately $400 million.
Barrett has advised Shell that the Barrett Board of Directors will consider
the proposal at its regularly scheduled meeting on March 7 and 8, 2001, and will
respond to Shell's proposal no later than Friday, March 9, 2001.
"Shell appreciates the seriousness with which Barrett's Board is
approaching our proposal, and we are hopeful that the Barrett Board will respond
favorably," said Mr. Walter van de Vijver, president and
CEO of Shell Exploration & Production Company, the exploration and production
arm of Shell Oil Company. "We are standing by and are ready to negotiate a
merger agreement promptly so that Barrett's shareholders can consider our $55.00
per share cash offer. However, absent a positive response from Barrett's Board,
Shell intends to commence a fully funded, all cash tender offer for all
outstanding Barrett shares.
"The acquisition of Barrett will give Shell an immediate material presence
in the Rocky Mountain region, the second largest natural gas basin in the U.S.,
as well as significant additional natural gas production and reserves," said Mr.
van de Vijver. "This transaction will strengthen and diversify our asset
portfolio and will enhance Shell's natural gas position with tangible growth
opportunities outside our existing core areas. We also look forward to adding
substantially all of Barrett's talented employee base to the Shell team."
Shell's tender offer would be conditioned on, among other things, the
acquisition of at least a majority of the outstanding Barrett shares. The offer
would not be contingent on the receipt of financing. The terms and conditions of
the offer would be set forth in tender offer materials which Shell would file
with the Securities and Exchange Commission (SEC) and mail to Barrett's
shareholders. In conjunction with any such tender offer, Shell would also file
preliminary consent solicitation materials with the SEC.
The following is the complete text of a letter sent from Mr. van de Vijver
to the Board of Directors of Barrett Resources on March 1, 2001, making the
proposal and offering to negotiate a merger agreement.
March 1, 2001
Board of Directors
Barrett Resources Corporation
1515 Arapahoe Street
Tower 3, Suite 1000
Denver, CO 80202
Attention: Peter A. Dea, Chairman and Chief Executive Officer
Dear Peter:
I enjoyed our telephone conversation this morning. Thanks for your complimentary
remarks about Shell. As I said to you, Shell has a strong interest in
establishing a presence in the Rockies, and we envision Barrett serving as the
cornerstone of this new growth oriented core area. We are committed to pursuing
a transaction with Barrett. While we would prefer to negotiate and announce a
definitive agreement between our companies in the very near term, we are
prepared to go forward unilaterally by taking our proposal directly to your
shareholders.
If you are prepared to negotiate, we and our advisors are ready to meet with you
promptly with a goal of entering into a merger agreement with Barrett that would
provide for a two-step acquisition transaction.
In the first step, a Shell subsidiary would make a tender offer for all
outstanding Barrett shares at a price of $55.00 per share in cash. The tender
offer would be subject to a minimum tender condition of at least 50.1% of the
outstanding shares. In the second step, our acquisition subsidiary and Barrett
would merge
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in a transaction in which all remaining Barrett shares would be acquired for the
same cash price per share of $55.00. We contemplate that all currently
outstanding Barrett employee stock options would be entitled to cash payments
based on the spread between the acquisition price offered and the exercise price
of the options. The merger agreement would not be conditioned upon engaging in
any due diligence but would be subject to customary conditions, including, among
other things, the receipt of required regulatory approvals, the satisfaction of
a minimum share tender condition in the tender offer and the removal of your
anti-takeover defenses. You are hereby advised that we have sufficient cash on
hand to complete the transaction. We are eager to move ahead and look forward to
your prompt response to our offer to negotiate a merger proposal.
If, on the other hand, you are unwilling to engage in substantive negotiations,
we intend to commence the cash tender offer outlined above within the next
several days.
Shell has devoted significant resources to studying the Rocky Mountain region,
and we share your enthusiasm for this area. Barrett has built a strong position
in the area and Barrett's employees have been a critical part of the region's
development. Given Shell's commitment to this region, it is our strong desire to
retain substantially all of Barrett's employees. Since we currently have no
physical E&P presence in the region, we would also expect to make Denver our new
base of operations for expansion and growth in the Rockies. We believe that our
desire to retain Barrett employees will help minimize much of the personnel
disruption that often results from acquisition transactions. We believe that
with Barrett's people and Shell's technology and capital strength, we can
continue to grow reserves and production.
We believe that our fully funded cash offer at the attractive price we have
proposed would be well received by your shareholders. We hope that your
employees will be excited about the prospect of working with Shell to continue
to develop the region. We hope you share our enthusiasm for this transaction,
and I would appreciate hearing from you by the close of business on Monday,
March 5, 2001 with your response.
Very truly yours,
Walter van de Vijver
President & CEO
LISTEN-ONLY WEBCAST
Shell will conduct an analyst conference call today at 11 a.m. (New York City
time). The conference call will be available on a listen-only basis for others
via a live webcast, available through the Shell Web site at the following
Internet address: www.shell.com.
ABOUT BARRETT RESOURCES CORPORATION
Barrett Resources Corporation is a Denver-based independent natural gas and oil
exploration and production company. Barrett's properties are focused primarily
in the Rocky Mountain region of Colorado, Wyoming and Utah, the Mid-Continent
area of Kansas, Oklahoma, New Mexico and Texas, and the Gulf of Mexico region of
offshore Texas and Louisiana. The company has over 200 employees
and reported 2000 revenues of $376 million from oil and gas operations. (Source:
Barrett earnings release of March 1, 2001, and Barrett Web site www.brr.com)
ABOUT SHELL EXPLORATION & PRODUCTION COMPANY
Shell Exploration & Production Company (SEPCo) is a wholly-owned subsidiary of
Shell Oil Company based in Houston. SEPCo is responsible for exploring,
developing, and producing oil and natural gas in the U.S., with principal
operations in the Gulf of Mexico, Michigan and South Texas. SEPCo is currently
the third largest U.S. natural gas producer.
Lehman Brothers Inc. is Shell's financial advisor in this transaction.
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THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SECURITIES. ANY TENDER OFFER WILL BE MADE ONLY THROUGH AN OFFER TO
PURCHASE AND RELATED LETTER OF TRANSMITTAL. INVESTORS AND SECURITY HOLDERS ARE
STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENT REGARDING THE TENDER OFFER
REFERRED TO IN THIS PRESS RELEASE, IF AND WHEN SUCH DOCUMENT IS FILED AND
BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
ANY SUCH TENDER OFFER STATEMENT WOULD BE FILED BY SHELL OIL COMPANY WITH THE
SECURITIES AND EXCHANGE COMMISSION (SEC). INVESTORS AND SECURITY HOLDERS MAY
OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT (IF AND WHEN FILED AND
AVAILABLE) AND OTHER RELEVANT DOCUMENTS ON THE SEC'S WEB SITE AT: WWW.SEC.GOV.
ANY SUCH TENDER OFFER STATEMENT AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR
FREE BY DIRECTING SUCH REQUESTS TO SHELL OIL COMPANY AT (212) 218-3112.
IF SHELL OIL COMPANY COMMENCED A TENDER OFFER, SHELL OIL COMPANY WOULD FILE A
PRELIMINARY CONSENT STATEMENT AND OTHER SOLICITATION MATERIALS WITH THE SEC
RELATING TO SHELL'S SOLICITATION OF WRITTEN CONSENTS FROM THE STOCKHOLDERS OF
BARRETT RESOURCES CORPORATION. INVESTORS AND SECURITY HOLDERS ARE STRONGLY
ADVISED TO READ ANY SUCH DEFINITIVE CONSENT STATEMENT, IF AND WHEN IT IS FILED
AND BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. THE
DEFINITIVE CONSENT STATEMENT WOULD BE FILED BY SHELL OIL COMPANY WITH THE SEC.
INVESTORS AND SECURITY HOLDERS CAN OBTAIN A FREE COPY OF THE CONSENT STATEMENT
(IF AND WHEN IT IS FILED AND AVAILABLE) AND OTHER RELEVANT DOCUMENTS ON THE
SEC'S WEB SITE AT: WWW.SEC.GOV. THE CONSENT STATEMENT AND RELATED MATERIALS MAY
ALSO BE OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO SHELL OIL COMPANY AT
(212) 218-3112.
IN ADDITION, THE IDENTITY OF PEOPLE WHO, UNDER SEC RULES, MAY BE CONSIDERED
"PARTICIPANTS IN THE SOLICITATION" OF BARRETT STOCKHOLDERS AND THEIR HOLDINGS OF
BARRETT COMMON STOCK WILL BE CONTAINED IN A FILING UNDER SCHEDULE 14A THAT WOULD
BE MADE BY SHELL OIL COMPANY WITH THE SEC.
THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT ARE BASED ON SHELL OIL
COMPANY'S CURRENT EXPECTATIONS, ESTIMATES AND PROJECTIONS. WORDS SUCH AS
"EXPECTS," "ANTICIPATES," "FORECASTS," "INTENDS," "PLANS," "BELIEVES,"
"PROJECTS," AND "ESTIMATES," AND VARIATIONS OF SUCH WORDS AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND
UNCERTAINTIES AND ARE BASED ON A NUMBER OF ASSUMPTIONS THAT COULD ULTIMATELY
PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THEY WILL PROVE
TO BE ACCURATE. ACTUAL RESULTS AND OUTCOMES MAY VARY MATERIALLY FROM WHAT IS
EXPRESSED OR FORECAST IN SUCH STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY ARE CHANGES IN NATURAL GAS PRICES, CHANGES
IN COMPETITIVE OR ECONOMIC CONDITIONS AFFECTING SUPPLY AND DEMAND FOR GAS,
PENDING OR FUTURE LITIGATION, CHANGES IN CURRENT LAWS AND REGULATIONS, AND
GENERAL DOMESTIC AND INTERNATIONAL ECONOMIC AND POLITICAL CONDITIONS. SHELL OIL
COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
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MEDIA/INVESTOR CONTACTS:
Kitty Borah/Stacy Hutchinson Shell Oil Media Relations (713) 241-4544
David Sexton Shell Oil Investor Relations (212) 218-3112
Web site information www.shell-barrett.com/