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SCHEDULE 14A INFORMATION
CONSENT STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to sec. 240.14a-12
BARRETT RESOURCES CORPORATION
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(Name of Registrant as Specified in its Charter)
SHELL OIL COMPANY
SRM ACQUISITION COMPANY
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(Name of Person(s) Filing Consent Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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(4) Date Filed:
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May 2, 2001
MEMORANDUM
TO: Board of Directors
Barrett Resources Corporation
FROM: SRM Acquisition Company
SRM Acquisition Company, an indirect wholly owned subsidiary of Shell
Oil Company, is pleased to accept your invitation to submit an offer for
Barrett. We have attached our mark-up of your form of merger agreement, which
reflects our bid of $60 cash per share of Barrett common stock. We are prepared
to negotiate all terms of the agreement, including price; therefore, do NOT
consider this our final and highest price. As you know, we have the financial
resources to immediately fund any offer we may propose.
Our mark-up to the merger agreement includes minimal revisions, and we
note these features for your consideration:
(1) Tender Offer Timing. We propose to leave our tender offer
open to expedite the receipt of cash by the Barrett shareholders if our
bid is accepted.
(2) Tender Offer Conditions. Your tender offer conditions are not
materially different from ours, so we propose to continue our
conditions.
(3) No Break-Up Fee. We have deleted your break-up fee provision
and urge you to do the same with any other bidder whose offer you might
choose to accept, so that the Barrett shareholders will be assured of
receiving all the cash that the final, winning bidder has to offer.
We feel disadvantaged with your current process given our outstanding
tender offer, which would require us to publicly disclose any change in our
price proposal, to the detriment of our competitive position. Nevertheless your
shareholders are advantaged by our keeping the tender offer open as it will
expedite our ability to deliver cash to your shareholders.
You have repeatedly said that you want to maximize shareholder
value through this auction process, and we hope you will conduct a fair, open
and honest auction. In this connection, we trust that you will afford us the
opportunity to negotiate a transaction with you. You know that we are prepared
to participate in an open and honest auction, and any other course would be a
disservice to your shareholders.
We are prepared as always to meet with you on very short notice.
SRM Acquisition Company
By: /s/ Jeri Eagan
Vice President - Finance and
Chief Financial Officer