DFAN14A 1 h84893d4dfan14a.txt SHELL OIL COMPANY FOR BARRETT RESOURCES CORP. 1 SCHEDULE 14A INFORMATION CONSENT STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to sec. 240.14a-12 BARRETT RESOURCES CORPORATION -------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) SHELL OIL COMPANY SRM ACQUISITION COMPANY -------------------------------------------------------------------------------- (Name of Person(s) Filing Consent Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11. (1) Title of each class of securities to which transaction applies: -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------------------- (5) Total fee paid: -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------------------------- (3) Filing Party: -------------------------------------------------------------------------------- (4) Date Filed: -------------------------------------------------------------------------------- 2 May 2, 2001 MEMORANDUM TO: Board of Directors Barrett Resources Corporation FROM: SRM Acquisition Company SRM Acquisition Company, an indirect wholly owned subsidiary of Shell Oil Company, is pleased to accept your invitation to submit an offer for Barrett. We have attached our mark-up of your form of merger agreement, which reflects our bid of $60 cash per share of Barrett common stock. We are prepared to negotiate all terms of the agreement, including price; therefore, do NOT consider this our final and highest price. As you know, we have the financial resources to immediately fund any offer we may propose. Our mark-up to the merger agreement includes minimal revisions, and we note these features for your consideration: (1) Tender Offer Timing. We propose to leave our tender offer open to expedite the receipt of cash by the Barrett shareholders if our bid is accepted. (2) Tender Offer Conditions. Your tender offer conditions are not materially different from ours, so we propose to continue our conditions. (3) No Break-Up Fee. We have deleted your break-up fee provision and urge you to do the same with any other bidder whose offer you might choose to accept, so that the Barrett shareholders will be assured of receiving all the cash that the final, winning bidder has to offer. We feel disadvantaged with your current process given our outstanding tender offer, which would require us to publicly disclose any change in our price proposal, to the detriment of our competitive position. Nevertheless your shareholders are advantaged by our keeping the tender offer open as it will expedite our ability to deliver cash to your shareholders. You have repeatedly said that you want to maximize shareholder value through this auction process, and we hope you will conduct a fair, open and honest auction. In this connection, we trust that you will afford us the opportunity to negotiate a transaction with you. You know that we are prepared to participate in an open and honest auction, and any other course would be a disservice to your shareholders. We are prepared as always to meet with you on very short notice. SRM Acquisition Company By: /s/ Jeri Eagan Vice President - Finance and Chief Financial Officer