EXHIBIT (a)(2)(viii)
BARRETT RESOURCES CORPORATION [LOGO APPEARS HERE]
NEWS RELEASE
FOR IMMEDIATE RELEASE
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CONTACT:
Frank Keller/Robert Howard Paul Verbinnen/David Reno/Jonathan Gasthalter
Barrett Resources Citigate Sard Verbinnen
303-572-3900 212-687-8080
BARRETT RESOURCES BOARD
REJECTS SHELL'S $60 PER SHARE OFFER
Invites Shell To Submit Best and Final Offer
DENVER, CO - April 30, 2001 - Barrett Resources Corporation (NYSE: BRR) today
announced that its Board of Directors, based upon opinions that it received from
its financial advisors and other factors, unanimously rejected as inadequate
Shell Oil Company's $60 per share cash tender offer, announced on April 26.
Accordingly, the Board recommends that shareholders not tender into the Shell
offer or grant any written consents Shell may seek.
In addition, Barrett's Board, in a letter sent today to Walter van de
Vijver, President and CEO of Shell Exploration & Production Company, responded
to Shell's request that Barrett's Board "consider [Shell's] bid on an equal
basis with any others." Barrett has invited Shell to submit its best and final
offer for Barrett on May 2, 2001, the date proposals are due for all parties
involved in Barrett's previously announced process for seeking strategic
alternatives. Following is the full text of the letter:
April 30, 2001
Walter van de Vijver
President and Chief Executive Officer
Shell Exploration & Production Company
One Shell Plaza
Houston, Texas 77252-2463
Dear Walter:
Our Board has reviewed and considered your letter of April 26 and has
unanimously rejected your revised offer of $60 per share as inadequate.
In response to your request that we "consider [your] bid on an equal basis
with any others" and also your financial advisors' request that you be provided
with our agreement drafts, please be advised as follows:
. You should submit your best and final offer in writing (executed by an
officer authorized to bind you) by 12:00 noon, Eastern Daylight Time
on Wednesday, May 2, 2001 to both of the following:
Ray Strong Jon Hughes
Vice President Principal
Phone: 212-902-1068 Phone: 713-650-3383
Fax: 212-346-3895 Fax: 713-650-8461
Goldman, Sachs & Co. Petrie Parkman & Co.
85 Broad Street, 19th Floor 600 Travis Street, Suite 7400
New York, New York 10004 Houston, Texas 77002
. Your offer must state that it will remain open through 5:00 p.m.,
Eastern Daylight Time on May 23, 2001, unless rejected by us prior to
that time. (Despite this condition, I am hopeful that Barrett will
reach a final resolution well before that time.)
. Your offer must include copies of one of the form agreements, which
are being sent by one of our financial advisors to your financial
advisors, marked to reflect specific language changes, if any, which
if incorporated would allow you to execute the agreement. (We assume
that in a negotiated transaction, the contract would be far less
conditional than the terms of your pending tender offer.)
These are the ground rules applicable to all others. A full set of those
instructions is enclosed. As you will see in the attached instructions, we
reserve the right to modify the terms and conditions of the process if our Board
determines it would be appropriate and in the best interests of our
stockholders.
Your assertions about break-up fees are incorrect. In the event of a
transaction with a break-up fee, the stockholders would receive the benefit of
the entire consideration. Indeed, because we have pursued a process with a level
playing field and because we are seeking to receive best and final proposals
from all potential parties on May 2, we believe it is appropriate to consider
proposals with break-up fees as an incentive to the parties to submit their best
offers. Of course, what would be an acceptable amount will depend upon price.
If you have any questions, please have your financial advisors call either
Ray Strong or Jon Hughes.
Very truly yours,
Peter A. Dea
Chairman of the Board and
Chief Executive Officer
In addition to the factors previously considered by the Board, the Board
considered the following in its decision to reject Shell's revised offer:
. 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);
. 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;
. 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);
. 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
. 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.
The full text of the Board's recommendation is contained in Barrett's
Schedule 14D-9 which will be available on the SEC website at www.sec.gov.
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 AMENDED TENDER OFFER COMMENCED BY SHELL OIL COMPANY THROUGH
ITS INDIRECT WHOLLY OWNED SUBSIDIARY SRM ACQUISITION COMPANY, 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, BARRETT WILL FILE WITH THE SEC A CONSENT REVOCATION STATEMENT AND
ANY OTHER SOLICITATION MATERIALS THAT MAY BE PREPARED BY BARRETT IN RESPONSE TO
SHELL'S CONSENT SOLICITATION. BARRETT HAS FILED WITH THE SEC A PRELIMINARY
CONSENT REVOCATION STATEMENT AND OTHER SOLICITATION MATERIALS IN RESPONSE TO A
PRELIMINARY CONSENT SOLICITATION STATEMENT FILED BY SHELL WITH THE SEC.
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 ANY DEFINITIVE
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
IN ADDITION, THE IDENTITY OF PEOPLE WHO, UNDER SEC RULES, MAY BE CONSIDERED
PARTICIPANTS IN THE SOLICITATION OF CONSENT REVOCATIONS FROM BARRETT
STOCKHOLDERS AND SUCH PERSONS' HOLDINGS OF BARRETT COMMON STOCK ARE CONTAINED IN
BARRETT'S PRELIMINARY CONSENT REVOCATION STATEMENT FILED WITH THE SEC UNDER
REGULATION 14A.
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