SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
___________________
BARRETT RESOURCES CORPORATION
(NAME OF SUBJECT COMPANY)
BARRETT RESOURCES CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
____________________
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
068480201
(CUSIP NUMBER OF CLASS OF SECURITIES)
____________________
EUGENE A. LANG, JR., ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
BARRETT RESOURCES CORPORATION
1515 ARAPAHOE STREET
TOWER 3, SUITE 1000
DENVER, COLORADO 80202
(301) 572-3900
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPIES TO:
THOMAS A. COLE
PAUL L. CHOI
SIDLEY & AUSTIN
BANK ONE PLAZA
10 SOUTH DEARBORN STREET
CHICAGO, ILLINOIS 60603
(312) 853-7000
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Press Release:
For Immediate Release
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CONTACT:
Frank Keller/Robert Howard Paul Verbinnen/David Reno/
Barrett Resources Jonathan Gasthalter
303-572-3900 Citigate Sard Verbinnen
212-687-8080
BARRETT RESOURCES TO PURSUE STRATEGIC ALTERNATIVES,
INCLUDING A POSSIBLE SALE OF THE COMPANY
DENVER, CO - MARCH 8, 2001 - Barrett Resources Corporation (NYSE: BRR)
today announced that its Board of Directors has reviewed, considered and
rejected Shell Oil Company's unsolicited proposal to acquire the Company. The
Board has determined that, in light of the Shell proposal and relevant industry
conditions, it is appropriate to take all necessary steps to maximize
shareholder value. Accordingly, it has authorized management to pursue
strategic alternatives, including seeking proposals from a number of qualified
parties, rather than commencing negotiations solely with Shell under artificial
deadlines that only serve Shell's interests. The process initiated by the Board
will be designed to facilitate a full appreciation of the value of Barrett's
assets and to create a competitive situation in which Shell is being invited to
participate along with others.
Barrett noted that Shell's proposal was based on publicly available
information without the benefit of any due diligence with the Company. Barrett
believes that, in properly valuing the Company, Shell and other potential
parties would find it highly important to consider confidential, nonpublic
information regarding the Company's focused natural gas potential in the Rocky
Mountain region.
The Company's management and advisors will promptly assemble materials to
be shared with qualified parties, subject to an appropriate confidentiality
agreement. These participants will be given access to a data room and provided
with other detailed due diligence information. Final proposals will be
requested by Barrett after the participants have had an opportunity to
conduct their due diligence. The Company reserves the right to modify this
process at any time. No assurance can be given that a sale of the Company will
occur, or on what terms.
"We are inviting Shell to participate in this process," said Peter A. Dea,
Chairman and Chief Executive Officer of Barrett. "If Shell attempts to bypass
this orderly process designed to maximize shareholder value, the Board will
consider that action in due course. In the meantime, the Board urges
shareholders to take no action with respect to their holdings of the Company."
Goldman, Sachs & Co. and Petrie Parkman & Co. are acting as the Company's
financial advisors and Sidley & Austin is acting as the Company's legal counsel.
Following is the text of a letter from Peter Dea sent today to Walter van
de Vijver, President and CEO of Shell Exploration & Production Company:
March 8, 2001
Mr. Walter van de Vijver
President and Chief Executive Officer
Shell Exploration & Production Company
One Shell Plaza
P.O. Box 2463
Houston, Texas 77252-2463
Dear Walter:
The Board of Directors of Barrett Resources Corporation has fully considered and
rejected Shell's proposal to acquire Barrett. As reflected in the attached
press release, which is being concurrently issued, we are initiating a process
to maximize shareholder value. Because of your stated desire to negotiate a
friendly acquisition of Barrett, we invite you to participate in the process.
Our financial advisors, Goldman Sachs and Petrie Parkman, will be contacting
Lehman Brothers to encourage your participation.
Sincerely yours,
/s/ Peter A. Dea
Chairman and Chief Executive Officer
Barrett Resources is a Denver-based independent natural gas and oil
exploration and production company that is also involved in gas gathering,
marketing and trading activities. Barrett's properties are focused primarily in
the Rocky Mountain region of Colorado, Wyoming
and Utah, the Mid-Continent area of Kansas, and Oklahoma and the Gulf of Mexico
region of offshore Texas and Louisiana. For additional information about
Barrett, please visit our Web site at www.brr.com.
FORWARD-LOOKING STATEMENTS
This press release may contain projections and other forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. Such projections or statements include the Company's current views
with respect to future events, financial performance, Board decisions with
respect to modifying the process described herein, and expectations of responses
by potential qualified parties. No assurances can be given, however, that these
events will occur or that such projections will be achieved and actual results
could differ materially from those projected. A discussion of important factors
that could cause actual results to differ materially from those projected is
included in the Company's periodic reports filed with the Securities and
Exchange Commission.
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IN RESPONSE TO ANY TENDER OFFER AND RELATED CONSENT SOLICITATION THAT MAY
BE COMMENCED BY SHELL OIL COMPANY AND/OR ANY AFFILIATE THEREOF, BARRETT
RESOURCES CORPORATION WOULD FILE WITH THE SEC (1) ITS RECOMMENDATION TO
STOCKHOLDERS REGARDING THE TENDER OFFER AND ANY AMENDMENTS THERETO AND (2) ANY
CONSENT REVOCATION STATEMENT AND ANY OTHER SOLICITATION MATERIALS THAT MAY BE
PREPARED BY BARRETT IN RESPONSE TO THE CONSENT SOLICITATION.
STOCKHOLDERS AND INVESTORS ARE STRONGLY ADVISED TO READ ANY
SOLICITATION/RECOMMENDATION STATEMENT, IF AND WHEN IT IS FILED AND BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. ANY
SOLICITATION/RECOMMENDATION STATEMENT WOULD BE FILED BY BARRETT WITH THE SEC.
STOCKHOLDERS AND INVESTORS WILL BE ABLE TO OBTAIN A FREE COPY OF THE
SOLICITATION/RECOMMENDATION STATEMENT (IF AND WHEN FILED AND AVAILABLE) AND
OTHER RELEVANT DOCUMENTS ON THE SEC'S WEB SITE AT WWW.SEC.GOV. ANY
SOLICITATION/RECOMMENDATION STATEMENT AND RELATED MATERIALS MAY ALSO BE OBTAINED
FOR FREE BY DIRECTING A REQUEST TO BARRETT RESOURCES CORPORATION - INVESTOR
RELATIONS AT (303) 572-3900.