SC TO-T 1 h84893tscto-t.txt SRM ACQUISITION COMPANY FOR BARRETT RESOURCES CORP 1 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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. [ ] 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: Filing Party: Form or Registration No.: Date Filed: [ ] 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 Tender Offer Statement on Schedule TO (the "Schedule TO") relates to the offer by SRM Acquisition Company (the "Purchaser"), a Delaware corporation and an indirect wholly owned subsidiary of Shell Oil Company, a Delaware corporation ("Shell"), to purchase (1) all outstanding shares of common stock, par value $.01 per share (the "shares"), 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 (the "Offer to Purchase") 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 this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Schedule TO is being filed on behalf of the Purchaser and Shell. All information set forth in the Offer to Purchase filed as Exhibit (a)(1)(A) to this Schedule TO is incorporated by reference in answer to Items 1 through 11 in this Schedule TO, and is supplemented by the information specifically provided herein. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON. None of Shell, the Purchaser or, to the best knowledge of such corporations, any of the persons listed on Schedule I to the Offer to Purchase has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of such laws. ITEM 12. MATERIALS TO BE FILED AS EXHIBITS. (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 (b) -- None (c) -- None (d) -- None (e) -- None (f) -- None (g) -- None (h) -- None
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 12, 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 (b) -- None (c) -- None (d) -- None (e) -- None (f) -- None (g) -- None (h) -- None