-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QsdxUbRlLFbhTN5DWxr2Cm98kwHDgiPK/kCFI84W6OGfC4PO/NKyXYo7HT8Jgchy vRH0eyDMkJdw1Um7Kkps3Q== 0000950172-01-500481.txt : 20010710 0000950172-01-500481.hdr.sgml : 20010710 ACCESSION NUMBER: 0000950172-01-500481 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010709 GROUP MEMBERS: RESOURCES ACQUISITION CORP GROUP MEMBERS: WILLIAMS COMPANIES INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARRETT RESOURCES CORP CENTRAL INDEX KEY: 0000351993 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 840832476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-33291 FILM NUMBER: 1676640 BUSINESS ADDRESS: STREET 1: 1515 ARAPAHOE ST STREET 2: TOWER 3 STE 1000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032973900 MAIL ADDRESS: STREET 1: 1515 ARAPAHOE ST STREET 2: TOWER 3 STE 1000 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: AIMEXCO INC DATE OF NAME CHANGE: 19840215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMS COMPANIES INC CENTRAL INDEX KEY: 0000107263 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 730569878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE WILLIAMS CTR CITY: TULSA STATE: OK ZIP: 74172 BUSINESS PHONE: 9185732000 MAIL ADDRESS: STREET 1: ONE WILLIAM CENTER CITY: TULSA STATE: OK ZIP: 74172 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAMS BROTHERS COMPANIES DATE OF NAME CHANGE: 19710817 SC 13D/A 1 s520602.txt SCHEDULE 13D - AMENDMENT NO. 1 - ---------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) BARRETT RESOURCES CORPORATION ------------------------------------------------------------ (Name of Issuer) Common Stock, Par Value $.01 Per Share (including the associated preferred stock purchase rights) ------------------------------------------------------------ (Title of Class and Securities) 068480201 ------------------------------------------------------------ (CUSIP Number) William G. von Glahn, Esq. Senior Vice President and General Counsel The Williams Companies, Inc. One Williams Center Tulsa, Oklahoma 74172 Telephone: (918) 573-2000 With a copy to: Morris J. Kramer, Esq. Richard J. Grossman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 Telephone: 212-735-3000 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 3, 2001 ------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] - ---------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 068480201 ------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) The Williams Companies, Inc. IRS Id. No: 73-0569878 ------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) ------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------- 4. SOURCE OF FUNDS* BK ------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 16,730,502 EACH -------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH -------------------------------------- 10. SHARED DISPOSITIVE POWER 16,730,502 ------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,730,502 ------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 50.0%(1) ------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ------------- 1 Based on the 33,479,127 shares issued and outstanding as of the close of business on July 2, 2001. SCHEDULE 13D CUSIP No. 068480201 ------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Resources Acquisition Corp. IRS Id. No: 73-1613076 ------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) ------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF ------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 16,730,502 EACH ------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------- 10. SHARED DISPOSITIVE POWER 16,730,502 ------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,730,502 ------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 50.0%(1) ------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ----------- 1 Based on the 33,479,127 shares issued and outstanding as of the close of business on July 2, 2001. The Williams Companies, Inc., a Delaware corporation ("Williams"), and Resources Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Williams ("Pur chaser" and together with Williams, the "Reporting Persons"), hereby file this Amendment No. 1 (this "Amendment No. 1") to amend and supplement the Statement on Schedule 13D originally filed on June 15, 2001 by the Reporting Persons (the "Schedule 13D") with respect to the shares ("Shares") of common stock, par value $.01 per Share (including the associated preferred stock purchase rights), of Barrett Resources Corporation, a Delaware corporation ("Barrett Re sources"). The Schedule 13D was originally filed as the Final Amendment to the Schedule TO with respect to the Reporting Persons' Schedule TO with respect to the Shares acquired by Purchaser in a tender offer completed on June 11, 2001. Capitalized terms used but not described herein shall have the meanings ascribed thereto in the Schedule 13D. The Schedule 13D is hereby amended and supplemented by this Amendment No. 1. ITEM 4. PURPOSE OF THE TRANSACTION The response to Item 4 of the Schedule 13D is hereby amended and supplemented to add the following: On July 3, 2001, Williams and Barrett Resources issued a joint press release announcing that the registration statement on Form S-4, which Williams filed on June 15, 2001 with the Securities and Exchange Commission in connection with Williams' proposed merger with Barrett Resources pursuant to the Agreement and Plan of Merger dated as of May 7, 2001, by and among Williams, Purchaser and Barrett Resources, became effective on July 2, 2001. A special meeting of Barrett Resources' stockholders to approve the merger will be held at the Westin Hotel-Tabor Center, 1672 Lawrence Street, Denver, Colorado on Thursday, August 2, 2001 at 9:00 a.m. Denver time. The joint press release issued by Williams and Barrett Resources on July 3, 2001 is filed as Exhibit 99.1 to this Amendment No.1 and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby amended by adding the following document as an exhibit: Exhibit 99.1 Joint Press Release issued by Williams and Barrett Resources on July 3, 2001. 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. RESOURCES ACQUISITION CORP. By: /s/ Ralph A. Hill ----------------------------- Name: Ralph A. Hill Title: Senior Vice President THE WILLIAMS COMPANIES, INC. By: /s/ Keith E. Bailey ----------------------------- Name: Keith E. Bailey Title: Chairman, President and Chief Executive Officer Dated: July 9, 2001 INDEX TO EXHIBITS Exhibit No. Description Exhibit 99.1 Joint Press Release issued by Williams and Barrett Resources on July 3, 2001. EX-99 2 srelease.txt EXHIBIT 99.1 - PRESS RELEASE [GRAPHIC OMITTED] Barrett Resources Joint News Release NYSE: BRR and WMB
============================================================================================================== Date: July 3, 2001 Contact: Kathleen Eccleston-Bickell Rick Rodekohr Robert Howard Williams (media relations) Williams (investor Barrett (investor relations) relations) (918) 573-1316 (918) 573-2087 (303) 572-3900 kathleen.eccleston-bickell@williams.com Rick.rodekohr@williams.com rhoward@brr.com
Williams and Barrett Announce Next Steps in Merger Date Set for Special Stockholder Meeting to Approve Merger TULSA, Okla. and DENVER - Williams (NYSE: WMB) and Barrett Resources Corporation (NYSE: BRR) announced today the schedule for the completion of their planned merger. Barrett has scheduled a special meeting of its stockholders to approve the merger at 9 a.m. Mountain Daylight Time on Thursday, Aug. 2 in the Westin Hotel-Tabor Center, 1672 Lawrence St., Denver. The registration statement on Form S-4, which includes the proxy statement/prospectus for the special meeting was initially filed with the Securities and Exchange Commission on June 15 and became effective on July 2. Williams and Barrett will begin mailing the proxy statement/prospectus today, July 3, to Barrett stockholders of record as of July 2. Pending approval by Barrett stockholders; Williams and Barrett expect to complete the merger within one or two days following the special stockholder meeting. Williams will distribute materials necessary for Barrett stockholders to effect an exchange of their Barrett shares for Williams shares following the completion of the merger. Williams signed a definitive merger agreement with Barrett on May 7. Terms of that agreement included a cash tender offer by Williams for 16,730,502 shares of Barrett common stock at $73 per share net in cash, which was completed on June 12. The shares accepted in the tender offer represent approximately 50 percent of the approximately 33.5 million Barrett shares outstanding. In the proposed merger, each remaining share of Barrett common stock, other than shares held by Williams or its subsidiaries, will be exchanged for 1.767 shares of Williams common stock. Barrett stockholders will receive cash in lieu of fractional Williams shares. More Page 2 of 2/ Williams and Barrett Announce Next Steps in Merger Additional Information In addition to the registration statement and the proxy statement/prospectus filed in connection with the merger, Williams and Barrett file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Barrett or Williams at the SEC Public Reference Rooms at 450 Fifth St., N.W., Washington, D.C. 20549 or at any of the SEC's other public reference rooms in New York and Chicago. Please call the SEC at (800) SEC-0330 for further information on the public reference rooms. Williams' and Barrett's filings with the SEC are also available to the public from commercial document-retrieval services and at the web site maintained by the SEC at www.sec.gov. Free copies of the proxy statement/prospectus and these other documents may also be obtained from (1.) Williams by directing a request through the investor relations portion of Williams' website at www.williams.com, by mail to Williams, One Williams Center, 50th Floor, Tulsa, Okla., 74172, Attention: Investor Relations, telephone: (800) 600-3782 or from (2.) Barrett by directing a request through Carol Bickerton at (303) 572-3900. About Williams (NYSE: WMB) Williams, through its subsidiaries, connects businesses to energy, delivering innovative, reliable products and services. Williams information is available at www.williams.com. About Barrett (NYSE: BRR) Barrett is an independent oil and natural gas exploration and development company that is also involved in natural gas gathering, marketing and trading activities. Barrett information is available at www.brr.com ### Portions of this document may constitute "forward-looking statements" as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the "safe harbor" protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in the company's annual reports filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----