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