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Exhibit (a)(1)(S)
SRM Acquisition Company
P. O. Box 8985
Wilmington, Delaware 19899
March 23, 2001
Barrett Resources Corporation
1515 Arapahoe Street
Tower 3, Suite 1000
Denver, CO 80202
Barrett Resources Corporation
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
Attention: Mr. Peter A. Dea
Chairman and Chief Executive Officer
Ladies and Gentlemen:
Under Section 220 of the Delaware General Corporation Law and the
common law of the State of Delaware, SRM Acquisition Company, a Delaware
corporation and an indirect wholly owned subsidiary of Shell Oil Company, a
Delaware corporation (the "Purchaser"), as a holder of record of 100 shares of
the issued and outstanding common stock, including the associated rights to
purchase preferred stock ("Common Stock"), of Barrett Resources Corporation (the
"Company"), hereby demands the right, during the usual hours for business, to
inspect the following records and documents of the Company and to make copies or
extracts therefrom:
(1) a complete record or list of the holders of Common Stock
(the "Stockholders") of the Company, certified by the Company or its
transfer agent, that shows the name, address and account number of each
Stockholder and the number of shares of Common Stock registered in the
name of such Stockholder as of March 15, 2001, the record date for the
Company's 2001 annual meeting (the "Record Date"), or as of the most
recent date available if that list is not available as of the Record
Date;
(2) a computer diskette or other machine readable magnetic
computer tape containing a list of the holders of Common Stock as of
the date of the list provided in response to paragraph (1) above that
shows the name, address and account number and the number of shares
held by such Stockholder, such computer processing data as is necessary
to enable the Purchaser to make use of that diskette or tape, and a
printout of such list for verification purposes;
(3) all daily transfer sheets showing changes in the list of
Stockholders of the Company referred to above that are in, or come
into, the possession of the Company or its
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transfer agent, from the date of the list provided in response to
paragraph (1) above to the conclusion of the tender offer referred to
below;
(4) all information in, or that comes into, the possession or
control of the Company or any of its agents or representatives, or that
can reasonably be obtained from nominees of any central certificate
depository system, any bank, broker or any other nominee concerning the
names and addresses of and number of shares of Common Stock owned by
the actual beneficial owners of the Common Stock as of the date of the
list provided in response to paragraph (1) above including, without
limitation: (i) a breakdown of any such holdings in the name of Cede &
Co. and any other similar securities depository or nominee; (ii) all
omnibus proxies issued by The Depository Trust Company (the "DTC"),
(iii) all "Weekly Security Position Listing Daily Closing Balances"
reports issued by the DTC (and authorization for Morrow & Co., Inc.,
the Purchaser's information agent, to receive those reports directly);
and (iv) a list or lists containing the name, address and number of
shares attributable to any participant in any Company employee stock
ownership or comparable plan, the name of the trustee or other
administrator of each such plan, the methodology for voting the shares
of Common Stock each such plan holds and the method by which the
Purchaser or its agents and representatives may communicate with such
participants;
(5) all information in, or which comes into, the possession or
control of the Company or any of its agents or representatives, or
which can reasonably be obtained from brokers, dealers, banks, clearing
agencies or voting trustees relating to the names of the nonobjecting
beneficial owners and consenting beneficial owners of the shares of
Common Stock as of the Record Date or as of the most recent date
available if that information is not available as of the Record Date in
the format of a printout in descending order balance, magnetic computer
tape and such computer processing data as is necessary to make use of
such magnetic computer tape, and a printout of that magnetic computer
tape for verification purposes (which information is readily available
to the Company under Rules 14b-1 and 14b-2 under the Securities
Exchange Act of 1934 from A.D.P. Proxy Services);
(6) a stop list or stop lists relating to Common Stock, or any
additions thereto or deletions therefrom from the date of the list
provided in response to paragraph (1) above;
(7) all respondent bank lists and omnibus proxies for those
lists as of the Record Date or as of the most recent date available if
that information is not available as of the Record Date (such
Information is readily available to the Company under Rule 14b-2 under
the Securities Exchange Act of 1934); and
(8) a list of all holders owning 1,000 or more shares of
Common Stock arranged in descending order as of the date of the list
provided in response to paragraph (1) above; and
(9) until the conclusion of the tender offer referred to
below, all modifications, additions or deletions to any and all
information referred to in paragraphs
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(1) through (8) above as such modifications, additions or deletions
become available to the Company or its agents or representatives.
The Purchaser will promptly reimburse the Company on specification and
demand for the reasonable costs incurred by the Company (including those of its
transfer agent or registrar) in connection with the production of the
aforementioned information.
The purpose of this demand is to permit the Purchaser to communicate
with other Stockholders (1) in connection with the Purchaser's offer to purchase
all outstanding shares of the Common Stock, as first announced in The Wall
Street Journal on March 12, 2001, and (2) with respect to other matters,
including the possible solicitation of written consents, as described in the
Purchaser's tender offer materials on file with the Securities and Exchange
Commission.
By the Power of Attorney attached hereto, the Purchaser hereby
designates and authorizes Baker Botts L.L.P. and Morrow & Co., Inc., and their
respective partners, officers, employees, agents and any other persons to be
designated by them or by the Purchaser, acting singly or in combination, to
conduct, as the Purchaser's agents, the inspection and copying herein requested.
The Purchaser hereby authorizes and requests the Company to deliver the
information referred to in paragraphs (3), (4)(iii) and (9) above directly to
Morrow & Co., Inc. at 445 Park Avenue, 5th Floor, New York, New York 10022.
Please acknowledge receipt of this letter by signing the enclosed copy
of this letter in the place indicated below and returning it to Ms. Elizabeth
Husseini of Baker Botts L.L.P. at One Shell Plaza, 910 Louisiana, Houston, Texas
77002-4995.
Please advise Mr. Joseph A. Cialone, II of Baker Botts L.L.P. at
713-229-1261 or Ms. Elizabeth Husseini of Baker Botts L.L.P. at 713-229-1571
when and where the items demanded above will be made available to the Purchaser.
If the undersigned has not received your response to this request by 9:00 a.m.
on March 30, 2001, the undersigned will assume that you do not intend to comply
with this demand, and the Purchaser seek appropriate recourse.
Very truly yours,
SRM Acquisition Company
By: /s/ David T. Lawrence
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Name: David T. Lawrence
Title: Vice President
Exploration & Development
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Receipt Acknowledged on
March ___, 2001
Barrett Resources Corporation
By:
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Name:
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Title:
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COUNTY OF HARRIS } Section
} Section
STATE OF TEXAS } Section
I, David T. Lawrence, being duly sworn under oath, depose and say that
(1) I am the Vice President Exploration & Production of SRM Acquisition Company,
(2) I am authorized to execute the foregoing letter on behalf of SRM Acquisition
Company and (3) each of the statements contained in the foregoing letter are, to
the best of my knowledge, true and correct as of the date hereof.
/s/ David T. Lawrence
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Name: David T. Lawrence
Title: Vice President
Exploration and Development
SUBSCRIBED AND SWORN before me in the State of Texas, County of Harris,
on the 22nd day of March, 2001.
My Commission Expires:
8/6/02 /s/ Sylvia Grady Wyllie
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POWER OF ATTORNEY
KNOW ALL MEN that SRM Acquisition Company, a Delaware corporation
("Purchaser"), does hereby make, constitute and appoint Baker Botts L.L.P. and
its partners, officers, employees, agents and other persons designated by Baker
Botts L.L.P. and Morrow & Co., Inc. and its partners, officers, employees,
agents and other persons designated by Morrow & Co., Inc., its true and lawful
attorneys-in-fact and agents for it in its name, place and stead, giving and
granting unto those attorneys and agents full power and authority to act on its
behalf, as a stockholder of Barrett Resources Corporation, to seek the
production, and to engage in the inspection and copying, of records and
documents of every kind and description, including, without limitation,
stocklist materials, the certificate of incorporation and amendments thereto,
minutes, bylaws and amendments thereto and any other business records relating
to Barrett Resources Corporation. The Purchaser reserves all rights on its part
to do any act which said attorneys hereby are authorized to do or perform. This
Power of Attorney may be terminated by the Purchaser or said attorneys by
written notice to the other. SRM Acquisition Company
By: /s/ David T. Lawrence
Title: Vice President Exploration &
Production
Date: March 22, 2001
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