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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
BARRETT RESOURCES CORPORATION
(Name of Subject Company (Issuer))
RESOURCES ACQUISITION CORP.
a wholly owned subsidiary of
THE WILLIAMS COMPANIES, INC.
(Names of Filing Persons (Offerors))
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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)
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William G. von Glahn, Esq.
Senior Vice President and General Counsel
The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172
Telephone: (918) 573-2000
With a copy to:
Morris J. Kramer, Esq.
Richard J. Grossman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Telephone: (212) 735-3000
(Name, address and telephone number of
persons authorized to receive notices
and communications on behalf of filing persons)
CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
Not Applicable Not Applicable
[ ] 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:
[X] 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: [_]
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Exhibit 99.1
Date: May 7, 2001
Contact: Ellen Averill Rick Rodekohr Richard George
Williams (media relations) Williams (investor relations) Williams (investor relations)
(918) 573-6476 (918) 573-2087 (918) 573-3679
ellen.averill@williams.com rick.rodekohr@williams.com richard.george@williams.com
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Williams, Barrett Resources Sign Definitive Merger Agreement
Companies See Significant Strategic Upside in Leveraging
Production Assets, Talent
TULSA, Okla. - Williams (NYSE:WMB) announced today it has entered
into a definitive agreement to acquire Barrett Resources (NYSE:BRR) in a
transaction that would more than double Williams' natural gas reserves
while significantly enhancing its longer-term ability to profitably grow
its power business.
The boards of directors of both companies approved the merger
agreement. It provides for a first-step cash tender offer of $73 per share
for 50 percent of the outstanding Barrett common stock, followed by a
second-step merger with a fixed exchange ratio of 1.767 shares of Williams
common stock for each remaining share of Barrett common stock. The merger
agreement also calls for a termination fee of $75.5 million and
reimbursement of expenses to Williams of up to $15 million. The
approximately $2.8 billion transaction includes about $300 million of
Barrett debt and is the equivalent of $1.34 per thousand cubic feet of
proved reserves.
The transaction, which is contingent on clearance from federal
anti-trust regulators and tenders of at least 50 percent of Barrett common
stock in the first-step tender offer, could be completed in 60 to 90 days.
"This demonstrates our commitment to growth by investing in
quality assets for the benefit of our shareholders," said Keith E. Bailey,
chairman, president and chief executive officer of Williams. "We will
accomplish this in a manner that we expect to be immediately accretive to
earnings, that strengthens our balance sheet and improves our credit
ratios. As importantly, we are also gaining a talented group of people
along with abundant and ideally situated energy resources that we expect to
be in increasing demand over time."
Steven J. Malcolm, executive vice president of Williams and
president of Williams Energy Services, said Barrett, a premier, gas-focused
independent producer in the Rocky Mountain region, "is an ideal fit for
Williams. There is virtually no overlap, but terrific synergy, and the
combination provides many potential benefits to our portfolio of energy
businesses."
Malcolm said Barrett provides, "the opportunity to achieve better
balance in our natural gas/power portfolio and underpin our ability to
continue to profitably grow our power business while maintaining a risk
profile that is consistent with our management philosophy. It provides
long-lived, low-risk, geographically concentrated reserves with substantial
undeveloped upside, and offers additional midstream and downstream
transportation and storage opportunities for the significant Williams
assets that serve this region.
"Barrett has a vast inventory of drilling prospects and provides
us with several new core areas for exploration, including the Piceance,
Powder River, Wind River and Raton basins," Malcolm said. He added that
Williams currently has substantial production operations in the Green River
and San Juan basins in the Rockies.
He also said Williams plans to retain the substantial majority of
Barrett's 237 employees and maintain Barrett's Denver headquarters as
Williams' principal office for Rocky Mountain exploration and production
operations.
At year-end 2000, Williams had 1.2 trillion cubic feet equivalent
of proved natural gas reserves. At March 31, Barrett's proved reserves were
2.1 Tcfe and the properties also include significantly greater probable and
possible reserves. Williams currently produces 210 million cubic feet of
natural gas per day; Barrett produces about 345 MMcfde. The combination
would allow Williams to achieve the goal of doubling reserves and
production more than two years ahead of the year-end 2003 target in its
strategic plan. Measured by U.S. natural gas reserves, Williams would move
from No. 25 to become the No. 10 natural gas company in the United States.
Bailey, Malcolm and Peter A. Dea, chairman and chief executive
officer of Barrett, will lead a conference call to discuss the transaction
today at 10 a.m. Eastern. Callers in the United States should dial (800)
230-1092. International callers should dial (612) 332-0226. Replays can be
accessed (800) 475-6701 (U.S.) or (320) 365-3844 (International). The
replay access code is 585970.
Williams' financial advisor on this transaction is Merrill Lynch &
Co., Inc.
Additional Information
This news release is being filed pursuant to Rule 425 under the
Securities Act of 1933. It does not constitute an offer of sale of
securities. Shareholders of Barrett and other investors are urged to read
the tender offer materials, when available, and the proxy
statement/prospectus that will be included in the registration statement on
Form S-4 to be filed by Williams in connection with the second-step merger.
These materials will contain important information about Barrett, Williams,
the merger, the people soliciting proxies relating to the merger, their
interests in the merger and related matters.
In addition to the tender offer materials and registration
statement and the joint proxy statement/prospectus to be filed in
connection with the merger, Williams and Barrett file annual, quarterly and
special reports, proxy statements and other information with the Securities
and Exchange Commission. You may read and copy any reports, statements or
other information filed by Barrett or Williams at the SEC Public Reference
Rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the
SEC's other public reference rooms in New York and Chicago. Please call the
SEC at (800) SEC-0330 for further information on the public reference
rooms. Williams' and Barrett's filings with the SEC are also available to
the public from commercial document-retrieval services and at the web site
maintained by the SEC at www.sec.gov. Free copies of the tender offer
materials and joint proxy statement/prospectus, when available, and these
other documents may also be obtained from Williams by directing a request
through the investor relations portion of Williams' website at
www.williams.com or by mail to Williams, One Williams Center, 50th Floor,
Tulsa, Okla., 74172, Attention: Investor Relations, Telephone: (800)
600-3782.
About Williams (NYSE: WMB)
Williams, through its subsidiaries, connects businesses to energy,
delivering innovative, reliable products and services. Williams information
is available at www.williams.com.
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Portions of this document may constitute "forward-looking statements" as
defined by federal law. Although the company believes any such statements
are based on reasonable assumptions, there is no assurance that actual
outcomes will not be materially different. Any such statements are made in
reliance on the "safe harbor" protections provided under the Private
Securities Reform Act of 1995. Additional information about issues that
could lead to material changes in performance is contained in the company's
annual reports filed with the Securities and Exchange Commission.