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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. 2)
(Final Amendment)
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)
August 2, 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 33,479,127(1)
EACH -------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------
10. SHARED DISPOSITIVE POWER
33,479,127(1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,479,127(1)
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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
100%(2)
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14. TYPE OF REPORTING PERSON
CO
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(1) As described herein, in the merger of Barrett Resources Corporation
with and into Resources Acquisition Corp., with Resources Acquisition
Corp. surviving, each issued and outstanding share of Barrett
Resources Corporation was cancelled.
2 Based on the 33,479,127 shares issued and outstanding on August 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 33,479,127(1)
EACH ---------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------
10. SHARED DISPOSITIVE POWER
33,479,127(1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,479,127(1)
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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
100%(2)
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14. TYPE OF REPORTING PERSON
CO
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1 As described herein, in the merger of Barrett Resources Corporation
with and into Resources Acquisition Corp., with Resources Acquisition
Corp. surviving, each issued and outstanding share of Barrett
Resources Corporation was cancelled.
2 Based on the 33,479,127 shares issued and outstanding on August 2, 2001.
The Williams Companies, Inc., a Delaware corporation ("Williams"),
and Resources Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Williams ("Purchaser" and together with Williams, the
"Reporting Persons"), hereby file this Amendment No. 2 (this "Amendment No.
2") 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 Resources"). The
Schedule 13D was originally filed as the Final Amendment to the Schedule TO
of the Reporting Persons 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. 2, which constitutes the Final Amendment to the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER
The response to Item 4 and Items 5(a) and 5(b) of the Schedule 13D
is hereby amended and supplemented to add the following:
On August 2, 2001, pursuant to the Agreement and Plan of Merger,
dated as of May 7, 2001, by and among Williams, Purchaser and Barrett
Resources, Barrett Resources merged with and into Purchaser with Purchaser
as the surviving corporation continuing as a wholly owned subsidiary of
Williams. As of the effective time of the merger (the "Effective Time"),
all issued and outstanding Shares (other than Shares owned by Williams and
Purchaser) were converted into the right to receive 1.767 shares of
Williams common stock (together with the associated preferred stock
purchase rights). The Reporting Persons, the holders of 16,730,502 issued
and outstanding Shares prior to the Effective Time, thus became the owners
of 100% of the issued and outstanding Shares. As a result of the merger,
the Shares have become eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934 and will be
delisted from the New York Stock Exchange. The joint press release issued
by Williams and Barrett Resources on August 2, 2001 announcing the
completion of the merger is filed as Exhibit 99.2 to this Amendment No.2
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 99.2 Joint Press Release issued by Williams and Barrett Resources
on August 2, 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: August 2, 2001
INDEX TO EXHIBITS
Exhibit
No. Description
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Exhibit 99.2 Joint Press Release issued by Williams and
Barrett Resources on August 2, 2001.
[GRAPHIC OMITTED]
Barrett Resources
News Release
NYSE:WMB
Date: August 2, 2001
Contact: Kathleen Eccleston-Bickell Rick Rodekohr Robert Howard
Williams (media relations) Williams (investor relations) Barrett (investor relations)
(918) 573-1316 (918) 573-2087 (303) 572-3900
kathleen.eccleston-bickell@williams.com rick.rodekohr@williams.com rhoward@brr.com
Williams Completes Merger With Barrett; Announces Management Team
Barrett Special Stockholder Vote Today
TULSA, Okla. and DENVER - Williams (NYSE: WMB) and Barrett
Resources Corporation (NYSE: BRR) announced the completion of their planned
merger. Barrett stockholders approved the merger at a special stockholder
meeting today in Denver. The certificate of merger was subsequently filed
with the Secretary of State of Delaware. Williams will begin distributing
the materials necessary for Barrett stockholders to effect an exchange of
their Barrett shares for Williams shares within the next five business
days.
Williams signed a merger agreement with Barrett on May 7. Terms of
that agreement included a cash tender offer by Williams for 50 percent of
the Barrett shares at $73 per share net in cash, which was completed on
June 11. Through the merger, each remaining share of Barrett common stock,
other than shares held by Williams, was converted into the right to receive
1.767 shares of Williams common stock. Barrett stockholders will receive
cash in lieu of fractional Williams shares.
As a result of the merger, Barrett merged into a wholly owned
subsidiary of Williams. As of the end of trading today Barrett shares will
cease trading on the New York Stock Exchange and thereafter will be
delisted from the NYSE.
"We are very excited about the completion of the merger for a
variety of reasons, one of which being Barrett's talented work force and
its expertise in the Rocky Mountain natural gas basins. Barrett's assets
are a complementary fit with Williams' existing assets and goals
companywide. They offer synergies to Williams' horizontal assets as well as
a natural hedge to our growing power portfolio. We are also very pleased to
be able to announce the new post-merger management and forge ahead," said
Steven J. Malcolm, executive vice president of Williams and CEO Williams
Energy Services.
The new management structure for Williams' exploration and production group
consists of Ralph Hill, senior vice president and general manager; Bryan
Guderian, vice president Tulsa region; Joe Jaggers, vice president Denver
region; and Neal Buck, vice president commercial operations and gas
management.
Additional Information
In addition to the registration statement and the proxy
statement/prospectus filed in connection with the merger, Williams and
Barrett have filed 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 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 also are available to the public from commercial
document-retrieval services and at the web site maintained by the SEC at
www.sec.gov.
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 Williams and Barrett believe 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
annual reports filed by Williams and Barrett with the Securities and
Exchange Commission.