-----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, UI6SC8nnYLshsxa/IDlfyNtSVxZOHlxX4qF/vVFRnk0KLG/S5hx/Bu05AwRsqKrI EAPtQzsyMQMsju+5b5wUQg== 0000950129-01-500304.txt : 20010503 0000950129-01-500304.hdr.sgml : 20010503 ACCESSION NUMBER: 0000950129-01-500304 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010502 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: 1620456 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 h84893t5scto-ta.txt SHELL OIL COMPANY FOR BARRETT RESOURCES CORP 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 10 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. 10 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 (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 and Amendment No. 9 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 Amendment is being filed on behalf of the Purchaser and Shell. ITEM 11. ADDITIONAL INFORMATION. On May 2, 2001, the Purchaser delivered to the Company's financial advisors a memorandum to the Board of Directors of the Company, a copy of which is filed as Exhibit (a)(1)(X) hereto and is incorporated by reference herein. 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 (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 2, 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 (b) -- None (c) -- None (d) -- None (e) -- None (f) -- None (g) -- None (h) -- None
- --------------- * Previously filed as exhibits to Schedule TO EX-99.A1.X 2 h84893t5ex99-a1_x.txt MEMORANDUM TO THE BOARD OF DIRECTORS 1 EXHIBIT (a)(l)(x) 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 -----END PRIVACY-ENHANCED MESSAGE-----