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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. 3)
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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. 3 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 9. Material to be Filed as Exhibits.
Exhibit (a)(2)(iv) Text of Press Release dated April 19, 2001 issued by the
Company.
Item 8. Additional Information
Item 8 of Schedule 14D-9 is hereby amended and supplemented as follows:
On April 19, 2001, the Company issued a press release, a copy of which
is filed as Exhibit (a)(2)(iv) hereto and is incorporated herein by
reference.
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: _________________________________
Name: Peter A. Dea
Title: Chairman of the Board and
Chief Executive Officer
Dated: April 19, 2001
EXHIBIT INDEX
Exhibit (a)(2)(iv) Text of Press Release dated April 19, 2001 issued by the
Company.
1