-----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, Tw93Lc2Huf/Unq1wOS7TJIRTTADZGawsq2AjWzEpyWPBzU/RW4rb9X2q+rJlsKUK kWI/TCut7L4uDbzjavh28g== 0000950129-01-001460.txt : 20010316 0000950129-01-001460.hdr.sgml : 20010316 ACCESSION NUMBER: 0000950129-01-001460 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010315 GROUP MEMBERS: SHELL OIL CO GROUP MEMBERS: SRM ACQUISITION COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARRETT RESOURCES CORP CENTRAL INDEX KEY: 0000351993 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840832476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-33291 FILM NUMBER: 1569513 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: SHELL OIL CO CENTRAL INDEX KEY: 0000089629 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 131299890 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ONE SHELL PLZ STREET 2: 910 LOUISIANA CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132416161 SC TO-T/A 1 h84893t2scto-ta.txt SHELL OIL COMPANY FOR BARRETT RESOURCES CORP. 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE TO TENDER OFFER STATEMENT under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BARRETT RESOURCES CORPORATION (Name of Subject Company (issuer)) SRM ACQUISITION COMPANY SHELL OIL COMPANY (Names of Filing Persons (offerors)) COMMON STOCK, PAR VALUE $.01 PER SHARE (Including the Associated Preferred Stock Purchase Rights) (Title of Class of Securities) 068480201 (CUSIP Number of Class of Securities) Lori M. Muratta Senior Counsel Shell Oil Company One Shell Plaza 910 Louisiana Houston, Texas 77002 (713) 241-6161 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy to: Joseph A. Cialone, II Baker Botts L.L.P. One Shell Plaza 910 Louisiana Houston, Texas 77002-4995 (713) 229-1234 CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE** ---------------------- ---------------------- $1,967,152,550.00 $393,430.51
- --------------- * For purposes of calculating amount of filing fee only. Based on the offer to purchase 35,766,410 shares of common stock, par value $.01 per share, of Barrett Resources Corporation, including the related preferred stock purchase rights, at a purchase price of $55.00 per share net to the seller in cash, without interest. Such number of shares represents the total of 33,055,586 shares outstanding as of November 8, 2000 (as reported in Barrett Resources Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000), and the 2,710,824 shares issuable on exercise of options to purchase shares outstanding as of December 31, 1999 (as reported in Barrett Resources Corporation's Annual Report on Form 10-K for the year ended December 31, 1999). ** The amount of the filing fee calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $393,430.51 Filing Party: SRM Acquisition Company Shell Oil Company Form or Registration No.: Schedule TO Date Filed: March 12, 2001
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 2 to Tender Offer Statement on Schedule TO (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on March 12, 2001 (the "Schedule TO"), as amended by Amendment No. 1 dated March 13, 2001, by SRM Acquisition Company (the "Purchaser"), a Delaware corporation and an indirect wholly owned subsidiary of Shell Oil Company, a Delaware corporation ("Shell"), and Shell relating to the purchase of (1) all outstanding shares of common stock, par value $.01 per share, of Barrett Resources Corporation (the "Company") and (2) the associated preferred stock purchase rights outstanding under the Rights Agreement dated as of August 5, 1997, as amended, between the Company and BankBoston, N.A., as Rights Agent (the "Rights"), that are not owned by the Purchaser, Shell or Shell's other direct or indirect subsidiaries, at a purchase price of $55.00 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 12, 2001 and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer") that are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Amendment is being filed on behalf of the Purchaser and Shell. ITEM 11. ADDITIONAL INFORMATION. On March 14, 2001, Shell was informed that the board of directors of the Company had amended the Company's bylaws to delete certain provisions challenged by Shell and the Purchaser in litigation filed against the Company and its directors in Chancery Court, New Castle County, Delaware on March 7, 2001 and subsequently amended on March 12, 2001. A copy of the resolutions of the board of directors of the Company amending the Company's bylaws, together with the letter transmitting such resolutions to Shell, is filed as Exhibit (a)(1)(N) hereto and is incorporated herein by reference. On March 14, 2001, Shell issued a press release announcing its receipt of information regarding the Company's bylaw amendments. A copy of the press release is filed as Exhibit (a)(1)(O) hereto and is incorporated herein by reference. ITEM 12. MATERIALS TO BE FILED AS EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented as follows: (a)(1)(A) -- Offer to Purchase, dated March 12, 2001* (a)(1)(B) -- Letter of Transmittal* (a)(1)(C) -- Notice of Guaranteed Delivery* (a)(1)(D) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* (a)(1)(E) -- Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* (a)(1)(F) -- Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9* (a)(1)(G) -- Press release issued by Shell Oil Company on March 12, 2001* (a)(1)(I) -- Summary Advertisement, published March 12, 2001* (a)(1)(J) -- Preliminary Consent Statement, filed March 12, 2001* (a)(1)(K) -- Complaint filed in the United States District Court for the District of Delaware on March 12, 2001* (a)(1)(L) -- Amended Complaint filed in the Chancery Court, New Castle County, Delaware on March 12, 2001* (a)(1)(M) -- Transcript of Analysts Telephone Call dated March 7, 2001* (a)(1)(N) -- Correspondence and Secretary's Certificate Certifying to attached Resolutions of the Board of Directors of Barrett Resources Corporation, dated March 14, 2001 (a)(1)(O) -- Press release issued by Shell Oil Company on March 14, 2001 (b) -- None (c) -- None (d) -- None (e) -- None (f) -- None (g) -- None (h) -- None
- --------------- * Previously filed as exhibits to Schedule TO 2 3 SIGNATURE After due 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. Dated: March 15, 2001 SRM ACQUISITION COMPANY By: /s/ WALTER VAN DE VIJVER ---------------------------------- Walter van de Vijver President and Chief Executive Officer SHELL OIL COMPANY By: Shell Exploration & Production Company, as agent By: /s/ WALTER VAN DE VIJVER ---------------------------------- Walter van de Vijver President and Chief Executive Officer 3 4 INDEX OF EXHIBITS
EXHIBIT NO. DOCUMENT ----------- -------- (a)(1)(A) -- Offer to Purchase, dated March 12, 2001* (a)(1)(B) -- Letter of Transmittal* (a)(1)(C) -- Notice of Guaranteed Delivery* (a)(1)(D) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* (a)(1)(E) -- Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* (a)(1)(F) -- Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9* (a)(1)(G) -- Press release issued by Shell Oil Company on March 12, 2001* (a)(1)(I) -- Summary Advertisement, published March 12, 2001* (a)(1)(J) -- Preliminary Consent Statement, filed March 12, 2001* (a)(1)(K) -- Complaint filed in the United States District Court for the District of Delaware on March 12, 2001* (a)(1)(L) -- Amended Complaint filed in the Chancery Court, New Castle County, Delaware on March 12, 2001* (a)(1)(M) -- Transcript of Analysts Telephone Call dated March 7, 2001* (a)(1)(N) -- Correspondence and Secretary's Certificate Certifying to attached Resolutions of the Board of Directors of Barrett Resources Corporation, dated March 14, 2001 (a)(1)(O) -- Press release issued by Shell Oil Company on March 14, 2001 (b) -- None (c) -- None (d) -- None (e) -- None (f) -- None (g) -- None (h) -- None
- --------------- * Previously filed as exhibits to Schedule TO EX-99.A1.N 2 h84893t2ex99-a1_n.txt SECRETARY'S CERTIFICATE CERTIFYING TO RESOLUTIONS 1 EXHIBIT (a)(1)(N) [Potter Anderson & Corroon LLP Letterhead] March 14, 2001 VIA FACSIMILE Raymond J. DiCamillo, Esq. Richards, Layton & Finger One Rodney Square Wilmington, DE 19801 Re: Shell Oil Company, et al. v. Barrett Resources Corporation, et al. C.A. No. 18709 Dear Ray: The Board of Directors of Barrett Resources Corporation today amended the by-laws of the Corporation to delete the provisions challenged in your client's Amended Complaint for Declaratory and Injunctive Relief. A copy of the Amended Bylaws and Secretary's Certificate are enclosed. The amendments largely moot the Amended Complaint and certainly negate any need for expedited treatment. Accordingly, we do not believe the scheduling conference set for this afternoon is necessary. Please call me so that we can contact the Court and let the Vice Chancellor know that the conference is unnecessary. Sincerely yours, /s/ Peter J. Walsh, Jr. Peter J. Walsh, Jr. PJW:cme Enclosure cc: Richard B. Kapnick, Esq. 2 BARRETT RESOURCES CORPORATION SECRETARY'S CERTIFICATE I, Eugene A. Lang, Jr., Executive Vice President, General Counsel and Secretary of Barrett Resources Corporation, a Delaware corporation (the "Company"), DO HEREBY CERTIFY that the resolutions attached as Exhibit I to this certificate were duly approved by the Board of Directors of the Company at a meeting held on March 14, 2001 in accordance with Article IX, Section 4 and Article III, Section 3 of the Bylaws of the Company. IN WITNESS WHEREOF, Eugene A, Lang, Jr. has hereby signed this certificate on the 14th day of March, 2001. /s/ Eugene A. Lang, Jr. ----------------------------------------- Eugene A. Lang, Jr. Executive Vice President, General Counsel and Secretary Barrett Resources Corporation 3 EXHIBIT I RESOLUTIONS OF THE BOARD OF DIRECTORS OF BARRETT RESOURCES CORPORATION WHEREAS, the Board of Directors (the "Board") of Barrett Resources Corporation, a Delaware corporation (the "Corporation"), has determined that it is appropriate and in the best interests of the stockholders and the Corporation to amend the Bylaws of the Corporation as set forth below; NOW, THEREFORE, BE IT AND IT HEREBY IS RESOLVED, that Section 3 of Article III of the Bylaws of the Corporation shall be amended and restated in its entirety as follows: "Section 3. Notice of Nominations. Nominations for the election of directors may be made by the board of directors or a committee of the board of directors or by any stockholder entitled to vote for the election of directors. Nominations by the board of directors or a committee of the board of directors may be made by oral or written notice delivered to the secretary of the corporation by any officer or director on behalf of the board of directors or committee at any time prior to or at any meeting of the stockholders at which directors are to be elected. Each notice of nomination of directors by the board of directors or a committee of the board of directors shall set forth the names of the nominees. (A) Nominations by stockholders for all meetings prior to and including the annual meeting of stockholders held in 1999 shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the secretary of the corporation not less than 53 days nor more than 90 days prior to any meeting of the stockholders at which directors are to be elected; provided, however, that if less than 60 days' notice of the meeting is given to stockholders, written notice of nominations of directors by stockholders shall be delivered or mailed, as prescribed, to the secretary of the corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders and (B) for all meetings of stockholders after the annual meeting of stockholders held in 1999 nominations by stockholders shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the secretary of the corporation not less than ninety (90) days nor more than 130 days prior to (i) any meeting (other than an annual meeting) at which directors are to be elected, appointed or designated or, (ii) in the case of an annual meeting, the anniversary of the previous year's annual meeting; provided, however, if, (x) in the case of an annual meeting, the annual meeting is scheduled to be held on a date more than thirty (30) days prior to or delayed by more than sixty (60) days after such anniversary date or, (y) in the case of any other meeting, less than 100 days' notice of the meeting is given to stockholders, then notice by the stockholder must be delivered to the corporation no later than the close of business ninety (90) days prior to such meeting or the tenth day following the day on which notice of the date of the meeting was 4 mailed or public disclosure of the date of the meeting was first made by the corporation (and in no event shall the public announcement of an adjournment of the meeting commence a new time period for the giving of a stockholders' notice under this Section 3. To be in proper form, a stockholder's notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be made in connection with solicitation of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section. The chairman of any meeting of stockholders of the corporation may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if the chairman should so determine, the chairman shall so declare to the meeting and the defective nomination shall be disregarded." RESOLVED FURTHER, that Section 4 of Article IX of the Bylaws of the Corporation shall be amended and restated in its entirety as follows: "Section 4. Amendments. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the board of directors or by the stockholders in the manner provided in this Article IX, Section 4. In order for the board of directors to effect an alteration, amendment or repeal of these bylaws or to adopt new bylaws, written notice containing the proposed alteration, amendment, repeal or new bylaws must be provided to all the directors of the corporation not less than 30 days prior to the meeting of directors at which the proposal is to be considered unless the proposal is approved by at least 75 percent of all directors including 80 percent of Independent Directors (as defined in Article IV, Section 9 of these bylaws together with other capitalized terms used in Article IX of these bylaws.) In order for the stockholders to effect an alteration, amendment or repeal of these bylaws or to adopt new bylaws at a meeting of the stockholders of the Corporation, written notice containing the proposed alteration, amendment, repeal or new bylaws must be provided to the secretary and all of the directors of the corporation not more than seven days after the corporation gives notice of the meeting of stockholders at which the proposal is to be considered. 5 Any amendment or repeal of any provision or all provisions of this Article IX, Section 4, or the adoption of any provision inconsistent with any provision or all provisions of this Article IX, Section 4, shall, in addition to any other vote or approval required by law or by these bylaws or by the certificate of incorporation, require the affirmative vote of (a) at least 75 percent of all directors including at least two-thirds of the Independent Directors, or (b) (i) at least 66 percent of the outstanding shares of each class of Voting Stock, as defined in Article IV, Section 9 of these bylaws, and (ii) at least a majority, not including shares owned by Interested Persons, of the outstanding shares of each class of Voting Stock." EX-99.A1.O 3 h84893t2ex99-a1_o.txt PRESS RELEASE DATED MARCH 14, 2001 1 EXHIBIT (a)(1)(O) SHELL VIEWS BARRETT BYLAW CHANGES AS POSITIVE STEP HOUSTON (MARCH 14, 2001) -- Shell Oil Company (Shell), a wholly-owned member of the Royal Dutch/Shell Group, announced today that it is pleased with Barrett Resources Corporation's (Barrett) recent action to remove certain bylaw provisions. These amendments will facilitate the Barrett shareholders' right to act by written consent to replace the Barrett Board should that become necessary. "We view Barrett's action as a positive development and renew our request that they remove the balance of their takeover defenses," said Walter van de Vijver, president and CEO of Shell Exploration & Production Company, the exploration and production arm of Shell Oil Company. "It is still our hope that we can reach a negotiated agreement consistent with our $55 per share acquisition proposal." Shell was informed today of these amendments shortly before a scheduled hearing in Delaware Chancery Court relating to Shell's claim that these bylaw provisions were invalid. Shell had previously requested that Barrett remove these and other takeover defenses that could be used to prevent Shell from acquiring Barrett. On March 7, Shell announced to Barrett shareholders its intention to acquire the company. Later, when the Barrett Board announced plans to begin an auction to sell the company, Shell commenced a formal Tender Offer to acquire all of Barrett's outstanding shares for $55 per share in cash. THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SECURITIES. THE TENDER OFFER IS MADE ONLY THROUGH AN OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL. INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENT REGARDING THE TENDER OFFER REFERRED TO IN THIS PRESS RELEASE BECAUSE IT CONTAINS IMPORTANT INFORMATION. THE TENDER OFFER STATEMENT WAS FILED BY SHELL OIL COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC). INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT AND OTHER RELEVANT DOCUMENTS ON THE SEC'S WEB SITE. SHELL OIL COMPANY HAS FILED A PRELIMINARY CONSENT STATEMENT AND OTHER SOLICITATION MATERIALS WITH THE SEC RELATING TO SHELL OIL COMPANY'S SOLICITATION OF WRITTEN CONSENTS FROM THE SHAREHOLDERS OF BARRETT RESOURCES CORPORATION. INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE DEFINITIVE CONSENT STATEMENT, WHEN AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. THE DEFINITIVE CONSENT STATEMENT WILL BE FILED BY SHELL OIL COMPANY WITH THE SEC. INVESTORS AND SECURITY HOLDERS CAN OBTAIN A FREE COPY OF THE CONSENT STATEMENT (WHEN AVAILABLE) AND OTHER RELEVANT DOCUMENTS ON THE SEC'S WEB SITE. IN ADDITION, THE IDENTITY OF PEOPLE WHO, UNDER SEC RULES, MAY BE CONSIDERED "PARTICIPANTS IN THE SOLICITATION" OF BARRETT SHAREHOLDERS AND THEIR HOLDINGS OF BARRETT COMMON STOCK ARE CONTAINED IN SHELL OIL COMPANY'S FILINGS WITH THE SEC UNDER REGULATION 14A. THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT ARE BASED ON SHELL OIL COMPANY'S CURRENT EXPECTATIONS, ESTIMATES AND PROJECTIONS. WORDS SUCH AS "EXPECTS," "ANTICIPATES," "FORECASTS," "INTENDS," "PLANS," "BELIEVES," "PROJECTS," AND "ESTIMATES," AND VARIATIONS OF SUCH WORDS AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES AND ARE BASED ON A NUMBER OF ASSUMPTIONS THAT COULD ULTIMATELY PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THEY WILL PROVE TO BE ACCURATE. ACTUAL RESULTS AND OUTCOMES MAY VARY MATERIALLY FROM WHAT IS EXPRESSED OR FORECAST IN SUCH STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY ARE CHANGES IN NATURAL GAS PRICES, CHANGES IN COMPETITIVE OR ECONOMIC CONDITIONS AFFECTING SUPPLY AND DEMAND FOR GAS, PENDING OR FUTURE LITIGATION, CHANGES IN CURRENT LAWS AND REGULATIONS, AND GENERAL DOMESTIC AND INTERNATIONAL ECONOMIC AND POLITICAL CONDITIONS. SHELL OIL COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. ### Kitty Borah/Stacy Hutchinson Shell Oil Media Relations (713) 241-4544 David Sexton Shell Oil Investor Relations (212) 218-3112 -----END PRIVACY-ENHANCED MESSAGE-----