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EXHIBIT (a)(1)(N)
[Potter Anderson & Corroon LLP Letterhead]
March 14, 2001
VIA FACSIMILE
Raymond J. DiCamillo, Esq.
Richards, Layton & Finger
One Rodney Square
Wilmington, DE 19801
Re: Shell Oil Company, et al. v. Barrett Resources Corporation, et al.
C.A. No. 18709
Dear Ray:
The Board of Directors of Barrett Resources Corporation today
amended the by-laws of the Corporation to delete the provisions challenged in
your client's Amended Complaint for Declaratory and Injunctive Relief. A copy of
the Amended Bylaws and Secretary's Certificate are enclosed. The amendments
largely moot the Amended Complaint and certainly negate any need for expedited
treatment. Accordingly, we do not believe the scheduling conference set for this
afternoon is necessary. Please call me so that we can contact the Court and let
the Vice Chancellor know that the conference is unnecessary.
Sincerely yours,
/s/ Peter J. Walsh, Jr.
Peter J. Walsh, Jr.
PJW:cme
Enclosure
cc: Richard B. Kapnick, Esq.
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BARRETT RESOURCES CORPORATION
SECRETARY'S CERTIFICATE
I, Eugene A. Lang, Jr., Executive Vice President, General
Counsel and Secretary of Barrett Resources Corporation, a Delaware corporation
(the "Company"), DO HEREBY CERTIFY that the resolutions attached as Exhibit I to
this certificate were duly approved by the Board of Directors of the Company at
a meeting held on March 14, 2001 in accordance with Article IX, Section 4 and
Article III, Section 3 of the Bylaws of the Company.
IN WITNESS WHEREOF, Eugene A, Lang, Jr. has hereby signed this
certificate on the 14th day of March, 2001.
/s/ Eugene A. Lang, Jr.
-----------------------------------------
Eugene A. Lang, Jr.
Executive Vice President, General Counsel
and Secretary
Barrett Resources Corporation
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EXHIBIT I
RESOLUTIONS OF
THE BOARD OF DIRECTORS
OF
BARRETT RESOURCES CORPORATION
WHEREAS, the Board of Directors (the "Board") of Barrett
Resources Corporation, a Delaware corporation (the "Corporation"), has
determined that it is appropriate and in the best interests of the stockholders
and the Corporation to amend the Bylaws of the Corporation as set forth below;
NOW, THEREFORE, BE IT AND IT HEREBY IS RESOLVED, that Section
3 of Article III of the Bylaws of the Corporation shall be amended and restated
in its entirety as follows:
"Section 3. Notice of Nominations. Nominations for the election of
directors may be made by the board of directors or a committee of the board of
directors or by any stockholder entitled to vote for the election of directors.
Nominations by the board of directors or a committee of the board of directors
may be made by oral or written notice delivered to the secretary of the
corporation by any officer or director on behalf of the board of directors or
committee at any time prior to or at any meeting of the stockholders at which
directors are to be elected. Each notice of nomination of directors by the board
of directors or a committee of the board of directors shall set forth the names
of the nominees.
(A) Nominations by stockholders for all meetings prior to and including
the annual meeting of stockholders held in 1999 shall be made by notice in
writing, delivered or mailed by first class United States mail, postage prepaid,
to the secretary of the corporation not less than 53 days nor more than 90 days
prior to any meeting of the stockholders at which directors are to be elected;
provided, however, that if less than 60 days' notice of the meeting is given to
stockholders, written notice of nominations of directors by stockholders shall
be delivered or mailed, as prescribed, to the secretary of the corporation not
later than the close of the seventh day following the day on which notice of the
meeting was mailed to stockholders and (B) for all meetings of stockholders
after the annual meeting of stockholders held in 1999 nominations by
stockholders shall be made by notice in writing, delivered or mailed by first
class United States mail, postage prepaid, to the secretary of the corporation
not less than ninety (90) days nor more than 130 days prior to (i) any meeting
(other than an annual meeting) at which directors are to be elected, appointed
or designated or, (ii) in the case of an annual meeting, the anniversary of the
previous year's annual meeting; provided, however, if, (x) in the case of an
annual meeting, the annual meeting is scheduled to be held on a date more than
thirty (30) days prior to or delayed by more than sixty (60) days after such
anniversary date or, (y) in the case of any other meeting, less than 100 days'
notice of the meeting is given to stockholders, then notice by the stockholder
must be delivered to the corporation no later than the close of business ninety
(90) days prior to such meeting or the tenth day following the day on which
notice of the date of the meeting was
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mailed or public disclosure of the date of the meeting was first made by the
corporation (and in no event shall the public announcement of an adjournment of
the meeting commence a new time period for the giving of a stockholders' notice
under this Section 3.
To be in proper form, a stockholder's notice to the Secretary must set
forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be made in connection with
solicitation of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving
notice (i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the corporation which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitation of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected. No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the procedures set forth in this Section. The chairman of any meeting of
stockholders of the corporation may, if the facts warrant, determine and declare
to the meeting that a nomination was not made in accordance with the foregoing
procedure, and if the chairman should so determine, the chairman shall so
declare to the meeting and the defective nomination shall be disregarded."
RESOLVED FURTHER, that Section 4 of Article IX of the Bylaws
of the Corporation shall be amended and restated in its entirety as follows:
"Section 4. Amendments. These bylaws may be altered, amended or
repealed or new bylaws may be adopted by the board of directors or by the
stockholders in the manner provided in this Article IX, Section 4. In order for
the board of directors to effect an alteration, amendment or repeal of these
bylaws or to adopt new bylaws, written notice containing the proposed
alteration, amendment, repeal or new bylaws must be provided to all the
directors of the corporation not less than 30 days prior to the meeting of
directors at which the proposal is to be considered unless the proposal is
approved by at least 75 percent of all directors including 80 percent of
Independent Directors (as defined in Article IV, Section 9 of these bylaws
together with other capitalized terms used in Article IX of these bylaws.) In
order for the stockholders to effect an alteration, amendment or repeal of these
bylaws or to adopt new bylaws at a meeting of the stockholders of the
Corporation, written notice containing the proposed alteration, amendment,
repeal or new bylaws must be provided to the secretary and all of the directors
of the corporation not more than seven days after the corporation gives notice
of the meeting of stockholders at which the proposal is to be considered.
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Any amendment or repeal of any provision or all provisions of this
Article IX, Section 4, or the adoption of any provision inconsistent with any
provision or all provisions of this Article IX, Section 4, shall, in addition to
any other vote or approval required by law or by these bylaws or by the
certificate of incorporation, require the affirmative vote of (a) at least 75
percent of all directors including at least two-thirds of the Independent
Directors, or (b) (i) at least 66 percent of the outstanding shares of each
class of Voting Stock, as defined in Article IV, Section 9 of these bylaws, and
(ii) at least a majority, not including shares owned by Interested Persons, of
the outstanding shares of each class of Voting Stock."