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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
May 14, 2001
PRESS RELEASE ISSUED MAY 14, 2001
WILLIAMS INITIATES TENDER OFFER FOR BARRETT RESOURCES; COMPANIES MOVING FORWARD
AFTER LAST WEEK'S DEFINITIVE AGREEMENT
TULSA, Okla., - Williams announced today it has commenced a cash tender offer at
$73 per share for 16,730,502 shares of Barrett Resources (NYSE: BRR - news)
common stock. The offer is being made pursuant to the previously announced
definitive agreement to merge Barrett Resources with a unit of Williams.
The offer is scheduled to expire at midnight on June 11, 2001. Following the
tender offer, Williams intends to acquire the remaining equity interest in
Barrett Resources through a merger transaction in which each share that was not
purchased in the offer will be converted into 1.767 shares of Williams common
stock.
The terms and conditions of the tender offer are fully set forth in Williams'
offer to purchase and the related letter of transmittal that are being filed
with the Securities and Exchange Commission today.
The tender offer is subject to certain conditions, including obtaining clearance
of the transaction under federal antitrust laws and tenders of a minimum of
16,730,502 shares of Barrett Resources common stock. If more than 16,730,502
shares are validly tendered into the offer and not withdrawn prior to the
expiration of the offer, Williams will accept for payment only 16,730,502 shares
on a pro rata basis-with appropriate adjustments to avoid purchase of fractional
shares-based on the number of shares properly tendered by each shareholder.
The transaction would more than double Williams' natural gas reserves while
significantly enhancing the company's longer-term ability to profitably grow its
power business.
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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
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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This document is being filed pursuant to Rule 425 under the Securities Act of
1933. This document does not constitute an offer of sale of securities.
Shareholders of Barrett Resources Corporation ("Barrett") and other investors
are urged to read the tender offer materials, when available, and the proxy
statement-prospectus which will be included in the registration statement on
Form S-4 to be filed by The Williams Companies, Inc.
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("Williams') in connection with the second-step merger because they will contain
important information about Barrett, Williams, the merger, the persons
soliciting proxies relating to the merger, their interests in the merger, and
related matters.
In addition to the tender offer materials and the 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 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 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 1-800-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 http://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
investors relations portion of Williams' website at http://www.williams.com or
by mail to The Williams Companies, Inc., One Williams Center, 50th Floor, Tulsa,
Oklahoma 74172, Attention: Investors Relations, Telephone: 800-600-3782.
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