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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. 2)
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. 2 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 7. Source and Amount of Funds or Other Consideration.
Item 7 of the Schedule TO, which incorporates by reference certain
information contained in the Offer to Purchase, is hereby amended and
supplemented as follows:
The subsection entitled "Source and Amount of Funds" of the Offer
to Purchase is hereby amended and supplemented with the following
information:
Due to certain restrictions in Williams' existing credit facility
and commercial paper program, Williams has chosen to establish a bridge
loan facility to fund the entire capital contributions to Purchaser for the
purposes of purchasing the Shares in the Offer and paying related fees and
expenses. Williams is currently in discussions with certain commercial banks
and financial institutions regarding the terms of such a bridge loan
facility. The Offer to Purchase previously had disclosed that Williams
might choose to establish such a bridge loan facility.
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 21, 2001