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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
BARRETT RESOURCES CORPORATION
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(Name of Issuer)
Common Stock, Par Value $.01 Per
Share (including the associated preferred
stock purchase rights)
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(Title of Class and Securities)
068480201
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(CUSIP Number)
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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 3, 2001
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
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SCHEDULE 13D
CUSIP No. 068480201
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1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The Williams Companies, Inc.
IRS Id. No: 73-0569878
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 16,730,502
EACH --------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------
10. SHARED DISPOSITIVE POWER
16,730,502
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,730,502
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.0%(1)
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14. TYPE OF REPORTING PERSON
CO
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1 Based on the 33,479,127 shares issued and outstanding as of the close
of business on July 2, 2001.
SCHEDULE 13D
CUSIP No. 068480201
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1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Resources Acquisition Corp.
IRS Id. No: 73-1613076
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 16,730,502
EACH -------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------
10. SHARED DISPOSITIVE POWER
16,730,502
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,730,502
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.0%(1)
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14. TYPE OF REPORTING PERSON
CO
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1 Based on the 33,479,127 shares issued and outstanding as of the close
of business on July 2, 2001.
The Williams Companies, Inc., a Delaware corporation ("Williams"),
and Resources Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Williams ("Pur chaser" and together with Williams, the
"Reporting Persons"), hereby file this Amendment No. 1 (this "Amendment No.
1") to amend and supplement the Statement on Schedule 13D originally filed
on June 15, 2001 by the Reporting Persons (the "Schedule 13D") with respect
to the shares ("Shares") of common stock, par value $.01 per Share
(including the associated preferred stock purchase rights), of Barrett
Resources Corporation, a Delaware corporation ("Barrett Re sources"). The
Schedule 13D was originally filed as the Final Amendment to the Schedule TO
with respect to the Reporting Persons' Schedule TO with respect to the
Shares acquired by Purchaser in a tender offer completed on June 11, 2001.
Capitalized terms used but not described herein shall have the meanings
ascribed thereto in the Schedule 13D. The Schedule 13D is hereby amended
and supplemented by this Amendment No. 1.
ITEM 4. PURPOSE OF THE TRANSACTION
The response to Item 4 of the Schedule 13D is hereby amended and
supplemented to add the following:
On July 3, 2001, Williams and Barrett Resources issued a joint
press release announcing that the registration statement on Form S-4, which
Williams filed on June 15, 2001 with the Securities and Exchange Commission
in connection with Williams' proposed merger with Barrett Resources
pursuant to the Agreement and Plan of Merger dated as of May 7, 2001, by
and among Williams, Purchaser and Barrett Resources, became effective on
July 2, 2001. A special meeting of Barrett Resources' stockholders to
approve the merger will be held at the Westin Hotel-Tabor Center, 1672
Lawrence Street, Denver, Colorado on Thursday, August 2, 2001 at 9:00 a.m.
Denver time. The joint press release issued by Williams and Barrett
Resources on July 3, 2001 is filed as Exhibit 99.1 to this Amendment No.1
and is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended by adding the following document as an exhibit:
Exhibit 99.1 Joint Press Release issued by Williams and Barrett Resources
on July 3, 2001.
SIGNATURE
After reasonable 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: July 9, 2001
INDEX TO EXHIBITS
Exhibit
No. Description
Exhibit 99.1 Joint Press Release issued by Williams and Barrett Resources
on July 3, 2001.
[GRAPHIC OMITTED]
Barrett Resources
Joint News Release
NYSE: BRR and WMB
==============================================================================================================
Date: July 3, 2001
Contact: Kathleen Eccleston-Bickell Rick Rodekohr Robert Howard
Williams (media relations) Williams (investor Barrett (investor relations)
relations)
(918) 573-1316 (918) 573-2087 (303) 572-3900
kathleen.eccleston-bickell@williams.com Rick.rodekohr@williams.com rhoward@brr.com
Williams and Barrett Announce Next Steps in Merger
Date Set for Special Stockholder Meeting to Approve Merger
TULSA, Okla. and DENVER - Williams (NYSE: WMB) and Barrett
Resources Corporation (NYSE: BRR) announced today the schedule for the
completion of their planned merger. Barrett has scheduled a special meeting
of its stockholders to approve the merger at 9 a.m. Mountain Daylight Time
on Thursday, Aug. 2 in the Westin Hotel-Tabor Center, 1672 Lawrence St.,
Denver.
The registration statement on Form S-4, which includes the proxy
statement/prospectus for the special meeting was initially filed with the
Securities and Exchange Commission on June 15 and became effective on July
2. Williams and Barrett will begin mailing the proxy statement/prospectus
today, July 3, to Barrett stockholders of record as of July 2.
Pending approval by Barrett stockholders; Williams and Barrett
expect to complete the merger within one or two days following the special
stockholder meeting. Williams will distribute materials necessary for
Barrett stockholders to effect an exchange of their Barrett shares for
Williams shares following the completion of the merger.
Williams signed a definitive merger agreement with Barrett on May
7. 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,
which was completed on June 12. The shares accepted in the tender offer
represent approximately 50 percent of the approximately 33.5 million
Barrett shares outstanding. In the proposed merger, each remaining share of
Barrett 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.
More
Page 2 of 2/ Williams and Barrett Announce Next Steps in Merger
Additional Information
In addition to the registration statement and the proxy
statement/prospectus 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 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 and these other documents may also be obtained from
(1.) Williams by directing a request through the investor relations portion
of Williams' website at www.williams.com, by mail to Williams, One Williams
Center, 50th Floor, Tulsa, Okla., 74172, Attention: Investor Relations,
telephone: (800) 600-3782 or from (2.) Barrett by directing a request
through Carol Bickerton at (303) 572-3900.
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.
About Barrett (NYSE: BRR)
Barrett is an independent oil and natural gas exploration and development
company that is also involved in natural gas gathering, marketing and
trading activities. Barrett information is available at www.brr.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.