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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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BARRETT RESOURCES CORPORATION
(Name of Subject Company)
BARRETT RESOURCES CORPORATION
(Name of Person(s) Filing Statement)
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Common Stock, Par Value $.01 Per Share
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
068480201
(CUSIP Number of Class Securities)
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Eugene A. Lang, Jr.
Executive Vice President,
General Counsel and Secretary
Barrett Resources Corporation
1515 Arapahoe Street
Tower 3, Suite 1000
Denver, Colorado 80202
(303) 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
Michael A. Gordon
Sidley & Austin
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on March 23, 2001 (as amended, the "Schedule 14D-9") by
Barrett Resources Corporation, a Delaware corporation (the "Company"), relating
to the tender offer by SRM Acquisition Company, a Delaware corporation
("Bidder") and an indirect wholly-owned subsidiary of Shell Oil Company, a
Delaware corporation ("Shell"), to purchase all of the outstanding common
stock, par value $.01 per share, of the Company, together with the associated
Rights. Capitalized terms used but not defined herein have the meanings
ascribed to them in the Schedule 14D-9.
Item 8. Additional Information.
Item 8 is hereby amended by adding the following at the end thereof:
Rights Agreement
On August 4, 1997, the Board of Directors of Barrett declared a dividend
distribution of one Right for each outstanding share of Common Stock to
stockholders of record at the close of business on August 20, 1997 (the "Record
Date"). Except as set forth below, each Right, when exercisable, entitles the
registered holder to purchase from Barrett one one-thousandth of a share of a
series of preferred stock, designated as Series A Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Stock"), at a price
of $150.00 per one one-thousandth of a share (the "Purchase Price"), subject to
adjustment.
Until the earlier to occur of (i) a public announcement that, without the
prior consent of the Board of Directors of Barrett, a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) ten
business days (or such later date as the Board may determine) following the
commencement of (or a public announcement of an intention to make) a tender
offer or exchange offer which would result in any person or group of related
persons having beneficial ownership of 15% or more of the outstanding shares of
Common Stock without the prior consent of the Board of Directors of Barrett
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced by such Common Stock certificate and no separate Rights
Certificates will be distributed. The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only with Common
Stock certificates. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Rights Certificates") will be
mailed to holders of record of the Common Stock as of the close of business on
the Distribution Date, and the separate Rights Certificates alone will evidence
the Rights.
Pursuant to actions taken by the Board, any Distribution Date under the
Rights Agreement that arises solely by the virtue of the lapse of time
following the commencement of, or the first public announcement by Shell of its
intent to commence, the Shell Offer, has been delayed until such time as the
Board of Directors or any authorized committee thereof shall designate, by
subsequent resolution duly adopted by the Board or such committee thereof.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on August 4, 2007, unless earlier redeemed by Barrett as described
below. In the event that any person becomes an Acquiring Person, each holder of
a Right generally will thereafter have the right for a 60 day period after the
later of the date of such event or the effectiveness of an appropriate
registration statement (or such other longer period set by the Board of
Directors) to receive upon exercise of the Right that number of units of one
one-thousandths of a share of Preferred Stock (or, under certain circumstances,
Common Stock or other securities) having an average market value during a
specified time period (immediately prior to the occurrence of a Person becoming
an Acquiring Person) of two times the exercise price of the Right (such right
being called the "Subscription Right"). Notwithstanding the foregoing,
following the occurrence of a person becoming an Acquiring Person, all Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by the Acquiring Person or any affiliate or associate
thereof will be null and void.
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In the event that, at any time following the Stock Acquisition Date, Barrett
is acquired in a merger or other business combination transaction or 50% or
more of Barrett's assets or earning power are sold (in one transaction or a
series of transactions), proper provision shall be made so that each holder of
a Right (except a Right voided as set forth above) shall thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
(or, in the event there is more than one acquiring company, the acquiring
company receiving the greatest portion of the assets or earning power
transferred) which at the time of such transaction would have a market value of
two times the exercise price of the Right (such right being called the "Merger
Right"). The holder of a Right will continue to have the Merger Right whether
or not such holder exercises the Subscription Right.
The Purchase Price payable, the number of Rights and the number of units of
one one-thousandths of a share of Preferred Stock or shares of the Common Stock
or other securities or property issuable upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution. The number of
outstanding Rights associated with each share of Common Stock and the voting
and economic rights of each one one-thousandths of a share of Preferred Stock
issuable upon exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Stock or a stock dividend on the Common
Stock payable in Common Stock or subdivisions, consolidations or combinations
of the Common Stock occurring, in any such case, prior to the Distribution
Date.
At any time prior to the earlier to occur of (i) the close of business on
the Stock Acquisition Date or (ii) the expiration of the Rights, Barrett may
redeem the Rights in whole, but not in part, at a price of $.001 per Right (the
"Redemption Price"), which redemption shall be effective upon the action of the
Board of Directors. Additionally, following the Stock Acquisition Date and the
expiration of the period during which the Subscription Right is exercisable,
subject to certain limitations, the Board of Directors may redeem the then
outstanding Rights in whole, but not in part, at the Redemption Price provided
that such redemption is in connection with a merger or other business
combination transaction or series of transactions involving Barrett in which
all holders of Common Stock are treated alike but not involving an Acquiring
Person (or any person who was an Acquiring Person) or it affiliates or
associates. Upon the effective date of the redemption of the Rights, the right
to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price. In addition, if the Rights are
redeemed, neither the Rights Agreement nor the Rights would interfere with
Shell's consummation of the Shell Offer or the Proposed Merger. Furthermore, if
Barrett redeems the Rights, the Rights Agreement and the Rights will no longer
have the anti-takeover effects referred to below.
The Rights have certain anti-takeover effects. The Rights Agreement guards
against partial tender offers, open market accumulations and other abusive
tactics to gain control of Barrett without paying all stockholders a control
premium. The Rights will cause substantial dilution to a person or group of
persons that attempts to acquire the Company, other than in a transaction
approved by the Board of Directors of the Company at a time when the Rights are
redeemable. The Rights should not interfere with any acquisition, merger or
other business combination approved by the Board of Directors at a time when
the Rights are redeemable.
The foregoing description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement and the
Company's Restated Certificate of Incorporation.
2
The Schedule 14D-9 shall be further amended by amending and restating in its
entirety the paragraph directly following Item 9 as follows:
This document and the exhibits attached hereto may contain certain
statements that are considered "forward-looking statements" under the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 (the
"PSLRA"). Although the Company believes the expectations reflected in such
forward-looking statements are based on reasonable assumptions, it can give no
assurance that its expectations will be realized. There can be no assurance
that actual results will not differ materially due to various factors, many of
which are beyond the control of the Company, including certain risks described
from time to time in the Company's reports with the Commission including
quarterly reports on Form 10-Q, annual reports on Form 10-K and reports on Form
8-K. The safe harbor provisions of the PSLRA with respect to forward-looking
statements are not available to statements made in connection with a tender
offer, including, without limitation, the forward-looking statements that have
been made in connection with Barrett's recommendation to the Company's
stockholders contained in Item 4 above.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
BARRETT RESOURCES CORPORATION
By: /s/ Peter A. Dea
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Name: Peter A. Dea
Title: Chairman of the Board and
Chief Executive Officer
Dated: March 28, 2001
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