Filed by: The Williams Companies, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Barrett Resources Corporation
Commission File No. 1-13446
June 12, 2001
------------------------------------------------------------------------------
[GRAPHIC OMITTED][GRAPHIC OMITTED]
------------------------------------------------------------------------------
News Release
NYSE:WMB
Date: June 12, 2001
Contact: Kathleen Eccleston-Bickell Rick Rodekohr Richard George
Williams (media relations) Williams (investor relations) Williams (investor relations)
(918) 573-1316 (918) 573-2087 (918) 573-3679
kathleen.eccleston- rick.rodekohr@williams.com richard.george@williams.com
bickell@williams.com
Williams Accepts Shares in Tender Offer for Barrett Resources,
Announces Preliminary Results
TULSA, Okla. - Williams (NYSE: WMB) announced today that it has
accepted for purchase 16,730,502 shares of common stock of Barrett
Resources Corporation (NYSE: BRR) tendered in its offer, which expired at
midnight Eastern time on Monday, June 11. The shares accepted represent
approximately 50 percent of the approximately 33.5 million Barrett shares
outstanding prior to the offer.
The preliminary count by the depositary for the tender offer
indicated that 21,128,300 Barrett Resources shares were validly tendered
and not withdrawn. In addition, the preliminary count by the depositary
indicated that an additional 13,672,869 Barrett Resources shares were
tendered pursuant to notices of guaranteed delivery.
As more than 50 percent of the outstanding Barrett shares were
tendered, Williams will purchase shares tendered on a pro rata basis. The
determination of the portion of each Barrett stockholder's shares tendered
to be purchased is subject to confirmation and the proper delivery of all
shares tendered pursuant to the guaranteed delivery procedure and the final
proration factor is expected to be announced later this week. Payment for
shares accepted for purchase and return of all shares tendered but not
accepted for purchase as a result of proration will occur as soon as
practicable.
On May 7, Williams signed a definitive merger agreement with
Barrett. Terms of that agreement included a cash tender offer by Williams
for 16,730,502 shares of Barrett common stock at $73 per share net in cash.
Completion of the tender offer was subject to satisfaction of certain
conditions, including valid tenders of a minimum of 16,730,502 shares of
Barrett common stock. The tender offer will be followed by a merger in
which each remaining share of Barrett Resources common stock, other than
shares held by Williams or its subsidiaries, will be exchanged for 1.767
shares of Williams common stock. Barrett stockholders will receive cash in
lieu of fractional Williams shares.
Williams plans to file a registration statement on Form S-4
registering the shares to be issued in the merger within the next two
weeks. Once the registration statement is declared effective by the
Securities and Exchange Commission, Barrett will schedule a stockholders
meeting to approve the merger. That meeting is expected to take place
approximately 30 days after the registration statement is declared
effective. The merger will take place shortly following the meeting.
Williams expects to close in the third quarter of 2001.
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 proxy
statement/prospectus, when available, 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 registration statement and the 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 SEC. You may read and copy any reports,
statements or other information filed by Barrett Resources or Williams at
the SEC Public Reference Rooms at 450 Fifth St., 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 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.
###
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.