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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. 8)
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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. 8 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 8. Additional Information
Item 8 of Schedule 14D-9 is hereby amended and supplemented as follows:
On April 30, 2001, the Company issued a press release, a copy of which is
filed as Exhibit (a)(2)(ix) hereto and is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Exhibit (a)(2)(ix) Text of Press Release dated April 30, 2001 issued by the
Company.
1
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: May 1, 2001
EXHIBIT INDEX
Exhibit (a)(2)(ix) Text of Press Release dated April 30, 2001 issued by the
Company.