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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
(Amendment No. 3)
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)
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068480201
(CUSIP Number of Class of Securities)
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
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
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
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
$1,221,326,646 $244,265
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* Estimated for purposes of calculating the amount of the filing fee
only. The amount assumes the purchase of a total of 16,730,502 shares
of the outstanding Common Stock, par value $0.01 per share, at a price
per Share of $73.00 in cash. The amount of the filing fee calculated
in accordance with Rule 0-11 of the Securities Exchange Act of 1934,
as amended, equals 1/50 of 1% of the transaction value.
** The filing fee was paid on May 14, 2001.
[_] 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 by registration
statement number or the Form or Schedule and the date of its
filing.
Amount Previously Paid: None Filing party: N/A
Form or Registration No.: N/A Date Filed: N/A
[_] 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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This Amendment No. 3 to the Tender Offer Statement on Schedule TO
(the "Schedule TO"), filed initially with the Securities and Exchange
Commission on May 14, 2001, relates to the offer by Resources Acquisition
Corp. ("Purchaser"), a Delaware corporation and a wholly-owned subsidiary
of The Williams Companies, Inc., a Delaware corporation ("Williams"), to
purchase 16,730,502 shares of the common stock, par value $0.01 per share
(including the associated preferred stock purchase rights, the "Shares") of
Barrett Resources Corporation, a Delaware corporation ("Barrett
Resources"), at $73.00 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase and the
accompanying Letter of Transmittal, each dated May 14, 2001, of Purchaser
previously filed as exhibits (a)(1) and (a)(2), respectively, to the
Schedule TO.
Item 11. Additional Information
Item 11 of the Schedule TO is hereby amended and supplemented as
follows:
The subsection entitled "Legal Matters; Required Regulatory
Approvals" of the Offer to Purchase is hereby amended and supplemented with
the following information:
On May 30, 2001 the Federal Trade Commission notified Williams and
Purchaser that their request for early termination of the waiting period
under the HSR Act in connection with the Offer was granted.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by
including the following information:
(a)(11) Press Release issued by Williams on May 30, 2001.
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.
RESOURCES ACQUISITION CORP.
By: /s/ Ralph A. Hill
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Name: Ralph A. Hill
Title: Senior Vice President
THE WILLIAMS COMPANIES, INC.
By: /s/ Keith E. Bailey
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Name: Keith E. Bailey
Title: Chairman, President and
Chief Executive Officer
Dated: May 31, 2001
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[GRAPHIC OMITTED][GRAPHIC OMITTED]
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News Release
NYSE:WMB
Date: May 30, 2001
Contact: Kathleen Eccleston-Bickell
Williams (media relations)
(918) 573-1316
Kathleen.eccleston-bickell@williams.com
Rick Rodekohr
Williams (investor relations)
(918) 573-2087
rick.rodekohr@williams.com
D'Ann Riley
Williams (investor relations)
(918) 573-8088
d'ann.riley@williams.com
Williams Granted Early Termination of Hart-Scott-Rodino
Waiting Period for Barrett Tender Offer
TULSA, Okla. -- Williams (NYSE:WMB) announced today it has been
granted early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, thereby satisfying one of the
conditions to Williams proposed acquisition of Barrett Resources
(NYSE:BRR).
Williams and Barrett Resources entered into a merger agreement on
May 7, 2001. Under the terms of the agreement, Williams commenced a cash
tender offer to purchase 16,730,502 shares of Barrett Resources common
stock at $73 per share net in cash. The tender offer is scheduled to expire
at midnight Eastern time on Monday, June 11, 2001. Completion of the tender
offer is subject to satisfaction of certain conditions, including tenders
of a minimum of 50 percent (16,730,502 shares) of Barrett Resources common
stock.
Subject to the satisfaction of certain conditions, the tender
offer will be followed by a second-step merger in which each remaining
share of Barrett Resources common stock (other than shares held by Williams
or its subsidiaries) would be exchanged for 1.767 shares of Williams common
stock. Williams expects to complete the approximately $2.8 billion
transaction during 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 tender offer materials and, when available, 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 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 Resources 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.