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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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 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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[Logo Of Barrett Resources Corporation]
March 14, 2001
Dear Fellow Barrett Stockholder:
As you may be aware, on March 12, 2001, a subsidiary of Shell Oil Company
commenced a tender offer to purchase all of the outstanding shares of Barrett
for $55 per share in cash.
On March 8, 2001, the Board of Directors of Barrett, in response to an
unsolicited proposal from Shell to acquire Barrett at $55 per share, announced
that it had reviewed, considered and rejected that proposal. The Board also
announced that it will take all necessary steps to maximize shareholder value
and that it had directed management to promptly pursue strategic alternatives,
including seeking proposals from a number of qualified parties. That process
has already commenced. For your information, we are also including in this
mailing a copy of the press release issued by Barrett dated March 8, 2001.
As required by law, the Barrett Board will formally consider the Shell
tender offer in due course and will determine whether to recommend acceptance
or rejection of the tender offer or to remain neutral towards the tender offer.
We will promptly communicate to you the Board's determination and the reasons
behind such determination (which communication will in no event be later than
March 23, 2001). Until then, we urge you to take no action with respect to your
holdings of Barrett.
Thank you for your continued support.
Sincerely,
/s/ Peter A. Dea
Peter A. Dea
Chairman of the Board and
Chief Executive Officer
[Logo Of Barrett Resources]
Barrett Resources Corporation
news release
FOR IMMEDIATE RELEASE
CONTACT:
Frank Keller/Robert Howard Paul Verbinnen/David Reno/Jonathan Gasthalter
Barrett Resources Citigate Sard Verbinnen
303-572-3900 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.
IN RESPONSE TO THE TENDER OFFER COMMENCED BY SHELL OIL COMPANY THROUGH ITS
INDIRECT WHOLLY OWNED SUBSIDIARY SRM ACQUISITION COMPANY ON MARCH 12, 2001,
BARRETT RESOURCES CORPORATION WILL FILE WITH THE SEC ITS RECOMMENDATION TO
STOCKHOLDERS REGARDING THE TENDER OFFER. IN RESPONSE TO ANY CONSENT
SOLICITATION THAT MAY BE COMMENCED BY SHELL AND SRM ACQUISITION IN CONNECTION
WITH THE TENDER OFFER, BARRETT WOULD FILE WITH THE SEC ANY CONSENT REVOCATION
STATEMENT AND ANY OTHER SOLICITATION MATERIALS THAT MAY BE PREPARED BY BARRETT
IN RESPONSE TO SHELL'S 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 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 and SRM Acquisition.
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 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.