-----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, RWyJFpEAXNFUE6HXdAZbiYu2+qhfif9dIYFtpGPjz5pOXWPHDbDoycxbbdlwjekp 0sG8egtq8vZjoL8LI7Rh4w== 0000927356-96-000471.txt : 19960621 0000927356-96-000471.hdr.sgml : 19960621 ACCESSION NUMBER: 0000927356-96-000471 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 6 333-04051 FILED AS OF DATE: 19960619 EFFECTIVENESS DATE: 19960619 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: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-06347 FILM NUMBER: 96583221 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 S-3MEF 1 FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1996 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- BARRETT RESOURCES CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 84-0832476 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1515 ARAPAHOE STREET, TOWER 3, SUITE 1000 DENVER, COLORADO 80202 (303) 572-3900 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) EUGENE A. LANG, JR., ESQUIRE, SENIOR VICE PRESIDENT--GENERAL COUNSEL BARRETT RESOURCES CORPORATION 1515 ARAPAHOE STREET, TOWER 3, SUITE 1000 DENVER, COLORADO 80202 (303) 572-3900 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: ALAN L. TALESNICK, ESQUIRE MARK ZVONKOVIC, ESQUIRE FRANCIS B. BARRON, ESQUIRE CHRISTINE B. LAFOLLETTE, ESQUIRE BEARMAN TALESNICK & CLOWDUS ANDREWS & KURTH L.L.P. PROFESSIONAL CORPORATION 425 LEXINGTON AVENUE 1200 SEVENTEENTH STREET SUITE 2600 NEW YORK, NEW YORK 10017 DENVER, COLORADO 80202 (212) 850-2800 (303) 572-6500 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after effective date of Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-04051 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_]
CALCULATION OF ADDITIONAL REGISTRATION FEE =============================================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE (1)(2) - --------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value ... 800,000 shares (3) $26.375 21,100,000 $7,276 ===============================================================================================================
(1) The shares of Common Stock are not being registered for the purpose of sales outside the United States. (2) Calculated in accordance with Rule 457 of the Securities Act of 1933. (3) Amount represents an increase in the offering size from 4,600,000 shares to 5,400,000 shares of which 4,600,000 previously were registered. ---------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Registration No. 333-04051) filed by Barrett Resources Corporation (the "Company") with the Securities and Exchange Commission on May 17, 1996, as amended by Amendment No. 1 thereto filed on May 28, 1996, which was declared effective on June 19, 1996, are incorporated herein by reference. EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ------- ----------------------- 1 Revised form of Underwriting Agreement.* 1.2 Certificate of Registrant as to payment of additional registration fee. 2.1 Agreement And Plan Of Merger, dated as of May 2, 1995, among Barrett Resources Corporation ("Registrant"), Barrett Energy Inc. (formerly known as Vanilla Corporation), and Plains Petroleum Company ("Plains") is incorporated by reference from Annex I to the Joint Proxy Statement/Prospectus of Registrant and Plains dated June 13, 1995. 3.1 Restated Certificate of Incorporation of Registrant is incorporated by reference from Exhibit 3.2 of Registrant's Registration Statement on Form S-4 dated June 9, 1995. 3.2 Bylaws of Registrant, as amended, are incorporated by reference from Exhibit 3.3 of Registrant's Registration Statement on Form S-4 dated June 9, 1995. 5 Opinion regarding legality. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Bearman Talesnick & Clowdus Professional Corporation (included in the opinion regarding legality set forth in Exhibit 5). 23.3 Consent of Ryder Scott Company. 23.4 Consent of Netherland, Sewell & Associates, Inc. 99.1 Report of Ryder Scott Company.* 99.2 Report of Netherland, Sewell & Associates, Inc.*
- -------- * Incorporated by reference to the Registrant's Registration Statement on Form S-3, as amended (Registration No. 333-04051). II-1 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK ON THE 19TH DAY OF JUNE, 1996. Barrett Resources Corporation /s/ William J. Barrett By: _________________________________ WILLIAM J. BARRETT CHIEF EXECUTIVE OFFICER POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of the Registrant, by virtue of their signatures to Registration Statement appearing below, hereby constitute and appoint William J. Barrett or Eugene A. Lang, Jr. and each or either of them, with full power of substitution, as attorneys-in-fact in their names, place and stead to execute any and all amendments to this Registration Statement in the capacities set forth opposite their name and hereby ratify all that said attorneys-in-fact and each of them or his substitutes may do by virtue hereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED. SIGNATURE TITLE DATE /s/ William J. Barrett Chief Executive June 19, 1996 _____________________________________ Officer, Chairman WILLIAM J. BARRETT Of The Board, and Director (Principal Executive Officer) /s/ Paul M. Rady President, Chief June 19, 1996 _____________________________________ Operating Officer, PAUL M. RADY and Director /s/ A. Ralph Reed Executive Vice June 19, 1996 _____________________________________ President, and A. RALPH REED Director /s/ John F. Keller Executive Vice June 19, 1996 _____________________________________ President, Chief JOHN F. KELLER Financial Officer, Secretary, and Director (Principal Financial and Accounting Officer) /s/ C. Robert Buford Director June 19, 1996 _____________________________________ C. ROBERT BUFORD Director , 1996 _____________________________________ DERRILL CODY /s/ James M. Fitzgibbons Director June 19, 1996 _____________________________________ JAMES M. FITZGIBBONS II-2 SIGNATURE TITLE DATE --------- ----- ---- /s/ Hennie L.J.M. Gieskes Director June 19, 1996 _____________________________________ HENNIE L.J.M. GIESKES Director , 1996 _____________________________________ WILLIAM W. GRANT, III Director , 1996 _____________________________________ JAMES T. RODGERS /s/ Philippe S.E. Schreiber Director June 19, 1996 _____________________________________ PHILIPPE S.E. SCHREIBER /s/ Harry S. Welch Director June 19, 1996 _____________________________________ HARRY S. WELCH II-3 EX-1.2 2 CERTIFICATE OF PAYMENT CERTIFICATE OF BARRETT RESOURCES CORPORATION AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE Barrett Resources Corporation (the "Registrant") hereby certifies to the Securities and Exchange Commission that on June 19, 1996: (i) The Registrant has instructed its bank to wire transfer to the Securities and Exchange Commission the requisite filing fee of $7,276 in connection with its Registration Statement pursuant to Rule 462(b) filed on June 19, 1996; (ii) The Registrant will not revoke such instructions; (iii) The Registrant has sufficient funds in the account in which the wire transfer will originate to cover the amount of the filing fee. The Registrant hereby undertakes to confirm on June 20, 1996 that its bank has received such instructions. BARRETT RESOURCES CORPORATION By: /s/ ROBERT W. HOWARD ------------------------------- Robert W. Howard Senior Vice President - Finance EX-5 3 BEARMAN OPINION June 19, 1996 U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Gentlemen and Ladies: We have acted as counsel for Barrett Resources Corporation (the "Company") in connection with the abbreviated registration under the Securities Act of 1933, as amended, of up to an additional 800,000 shares of the Company's $.01 par value common stock (the "Common Stock") on Form S-3. We have examined the Company's Certificate Of Incorporation, as amended, its bylaws, as amended, and the record of its corporate proceedings with respect to the registration described above. In addition, we have examined such other certificates, agreements, documents and papers, and we have made such other inquiries and investigations of law as we have deemed appropriate and necessary in order to express the opinion set forth in this letter. In our examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, photostatic, or conformed copies and the authenticity of the original of all such latter documents. In addition, as to certain matters we have relied upon certificates and advice from various state authorities and public officials, and we have assumed the accuracy of the material and the factual matters contained therein. Subject to the foregoing and on the basis of the aforementioned examinations and investigations, it is our opinion that the 800,000 shares of Common Stock the sale of which is being registered by the Company will be, if and when sold and delivered as described in the Company's Registration Statement on Form S-3 (the "Registration Statement"), legally issued, fully paid and nonassessable shares of the Company's Common Stock. We hereby consent (i) to be named in the Registration Statement, and in the prospectus that constitutes a part thereof, as the attorneys passing upon the validity of the issuance of the Common Stock on behalf of the Company and (ii) to the filing of this opinion as an Exhibit to the Company's Registration Statement. This opinion is to be used solely for the purpose of the registration of the Common Stock and may not be used for any other purpose. Very truly yours, /s/ BEARMAN TALESNICK & CLOWDUS PROFESSIONAL CORPORATION BEARMAN TALESNICK & CLOWDUS Professional Corporation EX-23.1 4 ARTHUR ANDERSEN CONSENT CONSENT OF ARTHUR ANDERSEN LLP As independent public accountants, we hereby consent to the use of our report dated March 1, 1996 in this Registration Statement (Form S-3) and related Prospectus of Barrett Resources Corporation for the registration of 800,000 shares of its common stock and to all references to our Firm included in this Registration Statement. We also consent to the incorporation by reference therein of our report with respect to the financial statements of Barrett Resources Corporation for the years ended December 31, 1995, 1994 and 1993 included in the Annual Report (Form 10-K) for 1995 incorporated by reference. /s/ ARTHUR ANDERSEN LLP Arthur Andersen LLP Denver, Colorado June 19, 1996 EX-23.3 5 RYDER SCOTT CONSENT CONSENT OF RYDER SCOTT COMPANY We hereby consent to the references to Ryder Scott Company Petroleum Engineers as experts in the field of petroleum engineering in this Registration Statement (Form S-3) and related Prospectus of Barrett Resources Corporation for the registration of 800,000 shares of its common stock and to all references to our Firm included in this Registration Statement. Very truly yours, /s/ RYDER SCOTT COMPANY PETROLEUM ENGINEERS Ryder Scott Company Petroleum Engineers Denver, Colorado June 19, 1996 EX-23.4 6 CONSENT OF NETHELAND CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the references to Netherland, Sewell & Associates, Inc. as experts in the field of petroleum engineering in this Registration Statement (Form S-3) and related Prospectus of Barrett Resources Corporation for the registration of 800,000 shares of its common stock and to all references to our Firm included in this Registration Statement. Very truly yours, Netherland, Sewell & Associates, Inc. By: /s/ CLARENCE M. NETHERLAND ---------------------------- Clarence M. Netherland Chairman Dallas, Texas June 19, 1996 -----END PRIVACY-ENHANCED MESSAGE-----