- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
----------------
BARRETT RESOURCES CORPORATION
(Name of Subject Company)
BARRETT RESOURCES CORPORATION
(Name of Person(s) Filing Statement)
----------------
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)
----------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This Amendment No. 7 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"), upon the terms and subject to the conditions
set forth in the Shell Offer to Purchase, dated March 12, 2001, and in the
related Letter of Transmittal, as amended (which together constitute the
"Amended Shell Offer"), to purchase all of the outstanding common stock, par
value $.01 per share, of the Company, together with the associated Rights, at a
price per share of $60.00 (the "Amended Shell Offer Price"). Capitalized terms
used but not defined herein have the meanings ascribed to them in the Schedule
14D-9.
Item 4. The Solicitation or Recommendation.
Item 4 of Schedule 14D-9 is hereby amended and supplemented as follows:
(a) Solicitation/Recommendation.
At a special meeting of the Board of Directors of the Company (the "Board")
held on April 30, 2001, the Board carefully considered the Company's business,
financial condition and prospects, the terms and conditions of the Amended
Shell Offer (including the price increase to $60.00 per Share) and other
matters, including discussions with its financial and legal advisors.
At the April 30, 2001 meeting, the financial advisors, Goldman, Sachs & Co.
("Goldman Sachs") and Petrie Parkman & Co., Inc. ("Petrie Parkman"), each
rendered an opinion that, as of the date of such opinion, the Amended Shell
Offer Price was inadequate to Barrett's stockholders (other than Shell and its
affiliates). In addition, the Board reviewed the Company's business, financial
performance and future prospects and received an update on the Company's
progress in soliciting proposals from other qualified parties. After this
analysis and discussions, the Board unanimously concluded that the Amended
Shell Offer is inadequate and not in the best interests of Barrett's
stockholders.
Accordingly the Board unanimously recommends that the Company's stockholders
reject the Amended Shell Offer and not tender their shares pursuant to the
Amended Shell Offer.
A copy of the Company's press release announcing the Board's recommendation
is filed as Exhibit (a)(2)(viii) hereto and is incorporated herein by
reference.
(b) Reasons.
In reaching the conclusions referred to in Item 4(a) above, the Board took
into account numerous factors, including the factors set forth in Item 4(b) of
the Schedule 14D-9 filed with the Commission on March 23, 2001. In addition,
the Board considered:
(i) A review of the Company's updated financial performance and
condition (including a $108 million reduction in the amount of outstanding
bank indebtedness since December 31, 2000);
(ii) The Company's total proved natural gas and oil reserves of
approximately 2.1 trillion cubic feet of gas equivalent, 96 percent of
which is natural gas (including the Company's recent announcement of a 53%
increase in proved reserves since December 31, 2000), the Company's first
quarter 2001 average daily production rate of 338 million cubic feet of gas
equivalent and future prospects;
(iii) The opinion of Goldman Sachs, after reviewing with the Board many
of the factors referred to herein and other financial criteria used in
assessing an offer, that, as of April 30, 2001, the Amended Shell Offer
Price is inadequate to Barrett's stockholders (other than Shell and its
affiliates);
1
(iv) The presentation made by Petrie Parkman to the Board at its meeting
on April 30, 2001 regarding the Amended Shell Offer and its opinion dated
April 30, 2001, that, as of that date and on the basis of and subject to
the matters reviewed with the Board, the Amended Shell Offer Price was
inadequate from a financial point of view to Barrett's stockholders (other
than Shell and its affiliates); and
(v) The Board's continued belief, after discussion with its financial
advisors and the Board's evaluation of the progress of the previously
announced process for seeking strategic alternatives, that there is a
reasonable likelihood that the process will yield a superior transaction.
In light of the foregoing, the Board unanimously concluded that the Amended
Shell Offer is inadequate and not in the best interests of Barrett's
stockholders. The foregoing discussion of the information and factors
considered by the Board is not intended to be exhaustive but addresses the
material information and factors considered by the Board in its consideration
of the Amended Shell Offer. In view of the variety of factors and the amount of
information considered, the Board did not find it practicable to provide
specific assessments of, quantify or otherwise assign any relative weights to
the specific factors considered in determining to recommend that stockholders
reject the Amended Shell Offer. Such determination was made after consideration
of all the factors taken as a whole. In addition, individual members of the
Board may have given differing weights to different factors.
Item 9. Material to be Filed as Exhibits.
Exhibit (a)(2)(viii) Text of Press Release dated April 30, 2001 issued by the
Company.
2
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
/s/ Peter A. Dea
By: _________________________________
Name: Peter A. Dea
Title: Chairman of the Board and
Chief Executive Officer
Dated: April 30, 2001
EXHIBIT INDEX
Exhibit (a)(2)(viii) Text of Press Release dated April 30, 2001 issued by the
Company.