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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by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
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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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FOR IMMEDIATE RELEASE
CONTACT:
Frank Keller/Robert Howard Paul Verbinnen/David Reno/Jonathan
Barrett Resources Gasthalter Citigate Sard Verbinnen
303-572-3900 212-687-8080
BARRETT RESOURCES TAKES ADDITIONAL STEPS
TO MAXIMIZE SHAREHOLDER VALUE
Amends Bylaws To Expand Shareholders' Ability To Act By Written Consent
DENVER, CO - March 14, 2001 - Barrett Resources Corporation (NYSE: BRR)
today announced that its Board of Directors has amended the Company's Bylaws to
remove certain long-standing provisions relating to the ability of shareholders
to take action by written consent. The deleted provisions required 60 days'
advance notice for the nomination of directors by written consent and prohibited
shareholders from amending the Bylaws without convening a shareholder meeting.
"As we announced on March 8, we are pursuing an orderly process designed to
maximize shareholder value," said Peter A. Dea, Chairman and Chief Executive
Officer of Barrett. "The process, which includes seeking proposals from a number
of qualified parties, has already commenced. The Bylaw changes are shareholder
friendly and consistent with our focus on maximizing shareholder value."
Commenting on Shell Oil Company's unsolicited tender offer, Dea said, "We
continue to urge the Company's shareholders to take no action with respect to
their holdings of Barrett until the Board has rendered a formal recommendation
with respect to the Shell offer as required by law."
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.