-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dP3MlvyRfusfzwPf0oNA5JSrSV5qri3wAcEdUCI4+4XDo7jOEBorTzso4kJnJkec HhMCw81iHlDFkWIh6kEVAw== 0000927356-95-000139.txt : 19950516 0000927356-95-000139.hdr.sgml : 19950516 ACCESSION NUMBER: 0000927356-95-000139 CONFORMED SUBMISSION TYPE: 8-K CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950503 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950515 SROS: NYSE FILER: 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: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13446 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 1125 SEVENTEENTH ST STREET 2: STE 2400 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032973900 FORMER COMPANY: FORMER CONFORMED NAME: AIMEXCO INC DATE OF NAME CHANGE: 19840215 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported) May 3, 1995 Barrett Resources Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-13446 84-0832476 - ---------------------------- ---------------- ------------------ (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 1125 Seventeenth Street, Suite 2400, Denver, Colorado 80202 ----------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (303) 297-3900 -------------- Item 5. Other Events ------------ On May 3, 1995, the Registrant issued a press release announcing the merger of Plains Petroleum Company into a wholly owned subsidiary of the Registrant. A copy of that press release is included in this Current Report as Exhibit 99.1. Item 7. Financial Statements, ProForma Financial Information And Exhibits ----------------------------------------------------------------- (c) Exhibits Exhibit No. Description - ----------- ----------- 2.1 Agreement And Plan Of Merger dated as of May 2, 1995 among Barrett Resources Corporation, Vanilla Corporation and Plains Petroleum Company is incorporated by reference from Exhibit 2.1 of the Current Report on Form 8-K of Plains Petroleum Company (Commission File No. 1-8975) reporting an event occurring May 2, 1995. 99.1 Registrant's Press Release dated May 3, 1995 announcing the merger of Plains Petroleum Company into a wholly owned subsidiary of the Registrant . * * * * * 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: May 4, 1995 BARRETT RESOURCES CORPORATION By: /s/ John F. Keller -------------------------------- John F. Keller Executive Vice President 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS TO FORM 8-K REPORTING AN EVENT OCCURRING MAY 3, 1995 BARRETT RESOURCES CORPORATION ----------------------------- ____________________ EXHIBITS ____________________ Exhibits -------- Number Description - ------ ----------- 2.1 Agreement And Plan Of Merger dated as of May 2, 1995 among Barrett Resources Corporation, Vanilla Corporation and Plains Petroleum Company is incorporated by reference from Exhibit 2.1 of the Current Report on Form 8-K of Plains Petroleum Company (Commission File No. 1-8975) reporting an event occurring May 2, 1995. 99.1 Registrant's Press Release dated May 3, 1995 announcing the merger of Plains Petroleum Company into a wholly owned subsidiary of the Registrant . EX-99.1 2 PRESS RELEASE Exhibit 99.1 ------------ (Attached To And Made Part Of The Barrett Resources Corporation Form 8-K Reporting An Event Occurring May 3, 1995) Registrant's Press Release dated May 3, 1995 announcing the merger of Plains Petroleum Company into a wholly-owned subsidiary of the Registrant ------------------------------------------------------------------------- NEWS RELEASE BARRETT RESOURCES CORPORATION 1125 17TH SUITE 2400 DENVER CO 80202 303-297-3900 FAX 303-297-0807 FOR IMMEDIATE RELEASE Contact: Donald H. Stevens Eugene A. Lang, Jr. - --------------------- Barrett Resources Corp. Plains Petroleum Co. (303) 297-3900 (303) 969-9325 BARRETT RESOURCES AND PLAINS PETROLEUM SIGN MERGER AGREEMENT Denver, Colo., May 3, 1995 - Barrett Resources Corporation (NYSE:BRR) ("Barrett") and Plains Petroleum Company (NYSE: PLP) ("Plains") today announced the execution of a definitive merger agreement pursuant to which Plains will be merged into Barrett. The terms of the merger agreement provide that each outstanding share of Plains common stock will be exchanged for 1.3 shares of Barrett common stock. The merger will take the form of a tax-free exchange and will be accounted for as a pooling of interests. The merger has been approved by the Boards of Directors of both companies and is subject to approval by their respective stockholders as well as other customary conditions and approvals. At the conclusions of the merger, Barrett will expand its Board of Directors to include four members of Plains' Board. William J. Barrett will remain as chairman and chief executive officer of Barrett. William F. Wallace, president and chief operating officer of Plains, will become vice-chairman. Paul M. Rady, Barrett's president and chief operating officer, will continue in those positions. "I believe that this strategic combination will enhance value for both Plains and Barrett stockholders," said Bill Barrett. "The combined company will have a solid foundation of stable gas production in the Mid-continent and Rocky Mountains areas, with excellent upside potential in the Piceance, Wind River, Arkoma, and Gulf Coast Basins. The strong financial position and substantial cash flow of our new combined enterprise will allow us to take advantage of a growing inventory of future exploration and development opportunities." Mr. Barrett also stated, "We are very pleased that Bill Wallace has agreed to serve as vice-chairman. He brings seasoned management experience and we believe he will greatly facilitate the process of combining our companies and exploiting the upside potential of Plains' properties." James A. Miller, chairman and chief executive officer of Plains, noted, "We have been looking for the right opportunity for our stockholders. Bill Barrett and his team bring a superior exploration track record, which is reflected in the growth prospects for Barrett. This merger will create one of the premier gas-oriented independent exploration companies in the United States." -more- Plains had previously announced on March 1, 1995, the commencement of a comprehensive process to evaluate the alternatives for the Company in a cash or stock transaction. Miller declined to comment on the number of companies contacted by Plains other than characterizing the process as comprehensive. Petrie Parkman & Co. served as financial adviser to Barrett, while Plains was advised by Goldman, Sachs & Co. and Batchelder & Partners. Barrett's production during the three months ended March 31, 1995 was 4.3 BCF of gas and 25,000 barrels of oil. Plains' corresponding figures were 7.4 BCF of gas and 405,000 barrels of oil. Barrett is a Denver-based independent natural gas and oil exploration and production company that is also involved in gas gathering, marketing, and trading activities. Plains produces, develops, and explores for oil and gas in the Mid-continent, Permian Basin, Gulf Coast, and Rocky Mountain regions of the United States. The company is also Denver-based. ### -----END PRIVACY-ENHANCED MESSAGE-----