SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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[ ] 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 under Rule 14a-12
BARRETT RESOURCES CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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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 DEFINITIVE
CONSENT REVOCATION STATEMENT, IF AND WHEN IT IS FILED AND BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. ANY DEFINITIVE CONSENT
REVOCATION STATEMENT WOULD BE FILED BY BARRETT WITH THE SEC. STOCKHOLDERS AND
INVESTORS WILL BE ABLE TO OBTAIN A FREE COPY OF THE CONSENT REVOCATION STATEMENT
(IF AND WHEN FILED AND AVAILABLE) AND OTHER RELEVANT DOCUMENTS ON THE SEC'S WEB
SITE AT WWW.SEC.GOV. ANY DEFINITIVE CONSENT REVOCATION STATEMENT AND RELATED
MATERIALS MAY ALSO BE OBTAINED FOR FREE BY DIRECTING A REQUEST TO BARRETT
RESOURCES CORPORATION --INVESTOR RELATIONS AT (303) 572-3900.
CERTAIN INFORMATION REGARDING PERSONS
WHO MAY BE DEEMED TO BE PARTICIPANTS
Barrett, its directors and certain of its executive officers and employees
may be deemed to be participants in any solicitation of consent revocations made
in response to any consent solicitation that may be conducted by Shell.
Information regarding shares of Barrett common stock, par value $0.01 per
share, beneficially owned by Barrett's directors and executive officers is
included in Barrett's proxy statement for its 2000 annual meeting, filed with
the SEC on March 29, 2000, and in filings made by Barrett's directors and
executive officers with the SEC after that date. Barrett's proxy statement for
its 2000 annual meeting can be obtained on the SEC's web site at www.sec.gov.
Free copies of that proxy statement and any subsequent filing made by Barrett's
directors and executive officers with the SEC in respect of their beneficial
ownership of the common stock can be obtained by directing a request to Barrett
Resources Corporation -- Investor Relations at (303) 572-3900.