-----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, AaM5npV6wzQQLviPdb6iCHCV0tqU+9Mgk8EdtidtwaCuWab71HQyoyRFH6edwcbg OJyRVqesDHd1yq7WOJXhgg== 0000950129-01-500412.txt : 20010509 0000950129-01-500412.hdr.sgml : 20010509 ACCESSION NUMBER: 0000950129-01-500412 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010507 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: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] 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: 1623958 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 h84893t6scto-ta.txt SHELL OIL COMPANY FOR BARRETT RESOURCES CORP 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 11 (FINAL AMENDMENT) 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. 11 to Tender Offer Statement on Schedule TO (the "Final Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the "SEC") on March 12, 2001 (the "Schedule TO"), as amended by Amendment No. 1 dated March 13, 2001, Amendment No. 2 dated March 15, 2001, Amendment No. 3 dated March 23, 2001, Amendment 4 dated March 28, 2001, Amendment No. 5 dated April 6, 2001, Amendment No. 6 dated April 10, 2001, Amendment No. 7 dated April 20, 2001, Amendment No. 8 dated April 26, 2001, Amendment No. 9 dated May 2, 2001 and Amendment No. 10 dated May 2, 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 $60.00 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 Final Amendment is being filed on behalf of the Purchaser and Shell. ITEM 11. ADDITIONAL INFORMATION. On May 7, 2001, Shell issued a press release to announce that the Purchaser was discontinuing its efforts to acquire the Company. The Purchaser and Shell hereby terminate the Offer in accordance with its terms. In this connection, the Purchaser and Shell have informed the staff of the SEC that they will not solicit written consents to replace the Company's board of directors. A copy of the press release is filed as Exhibit (a)(l(Y) hereto and is incorporated by reference herein. Based upon the final report from the depositary, 50,749 shares were tendered in the Offer and not withdrawn. The Purchaser will not purchase any of the tendered shares. The Purchaser has instructed the depositary to return all shares tendered in the Offer to the tendering stockholders in accordance with the depositary's procedures. 2 3 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* (a)(1)(P) -- Press release issued by Shell Oil Company on March 22, 2001* (a)(1)(Q) -- Press release issued by Shell Oil Company on March 28, 2001* (a)(1)(R) -- Press release issued by Shell Oil Company on April 6, 2001* (a)(1)(S) -- Correspondence to the Company dated March 23, 2001* (a)(1)(T) -- Correspondence to the Company dated March 26, 2001* (a)(1)(U) -- Press release issued by Shell Oil Company on April 20, 2001* (a)(1)(V) -- Press release issued by Shell Oil Company on April 26, 2001* (a)(1)(W) -- Press release issued by Shell Oil Company on May 2, 2001* (a)(1)(X) -- Memorandum to the Board of Directors of Barrett Resources Corporation dated May 2, 2001* (a)(1)(Y) -- Press release issued by Shell Oil Company on May 7, 2001 (b) -- None (c) -- None (d) -- None (e) -- None (f) -- None (g) -- None (h) -- None
- --------------- * Previously filed as exhibits to Schedule TO 3 4 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: May 7, 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 4 5 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* (a)(1)(P) -- Press release issued by Shell Oil Company on March 22, 2001* (a)(1)(Q) -- Press release issued by Shell Oil Company on March 28, 2001* (a)(1)(R) -- Press release issued by Shell Oil Company on April 6, 2001* (a)(1)(S) -- Correspondence to the Company dated March 23, 2001* (a)(1)(T) -- Correspondence to the Company dated March 26, 2001* (a)(1)(U) -- Press release issued by Shell Oil Company on April 20, 2001* (a)(1)(V) -- Press release issued by Shell Oil Company on April 26, 2001* (a)(1)(W) -- Press release issued by Shell Oil Company on May 2, 2001* (a)(1)(X) -- Memorandum to the Board of Directors of Barrett Resources Corporation dated May 2, 2001* (a)(1)(Y) -- Press release issued by Shell Oil Company on May 7, 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.Y 2 h84893t6ex99-a1_y.txt PRESS RELEASE DATED 5/7/01 1 EXHIBIT (a)(l)(y) SHELL DISCONTINUES EFFORTS TO ACQUIRE BARRETT RESOURCES ------------------------------------------------------- HOUSTON (MAY 7, 2001) -- Shell Oil Company (Shell) announced today that it has elected to discontinue its efforts to purchase Barrett Resources Corporation and will terminate its current $60 per share tender offer. Shell decided to take this action because of its unwillingness to increase its offer beyond a level that makes economic sense to Shell. "Barrett's assets and employees combined with Shell's financial and technological strengths would have been an excellent fit for all involved, but only at the right price," said Walter van de Vijver, president and CEO of Shell Exploration & Production Company. "We have no intention of abandoning our economic discipline and pursuing an acquisition at price levels that cease to add value for our shareholders just for the sake of making a deal." Shell remains committed to strengthening and diversifying its asset portfolio outside its existing core areas. "We will continue to pursue attractive opportunities for growth, with particular emphasis on natural gas production and reserves," added van de Vijver. "We see the need for superior application of technology to enable industry to successfully address the growing demand for natural gas in the U.S. We will continue to pursue portfolio growth opportunities where we can bring Shell's unique technological strengths to bear and that make economic sense for Shell and its shareholders. It's unfortunate that the Barrett assets and employees will not play a part in our expected future growth. However, I wish the Barrett employees all the best." Shell Oil Company is a wholly-owned member of the Royal Dutch/Shell Group (NYSE: RD, SC). 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. ### MEDIA CONTACTS: Kitty Borah/Stacy Hutchinson Shell Oil Media Relations (713) 241-4544 INVESTOR RELATIONS CONTACT: David Sexton Shell Oil Investor Relations (212) 218-3112 WEB SITE INFORMATION www.shell-barrett.com -----END PRIVACY-ENHANCED MESSAGE-----