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
June 15, 2001
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News Release
NYSE:WMB
Date: June 15, 2001
Contact: Kathleen Eccleston-Bickell Rick Rodekohr Richard George
Williams (media relations) Williams (investor Williams (investor relations)
relations)
(918) 573-1316 (918) 573-2087 (918) 573-3679
kathleen.eccleston-bickell@williams.com rick.rodekohr@williams.com richard.george@williams.com
Williams Announces Final Proration Factor for Barrett Resources
Tender Offer
TULSA, Okla. - Williams (NYSE: WMB) announced today the final
proration factor in its tender offer for 16,730,502 shares of common stock
of Barrett Resources Corporation (NYSE: BRR). The final proration factor
for the tender offer is 55.76 percent; 30,004,303 shares of Barrett
Resources common stock were validly tendered and not withdrawn in the offer
after giving effect to proper delivery of shares tendered pursuant to the
notice of guaranteed delivery procedure. Williams had announced the
preliminary results of the offer on June 12, 2001.
Williams purchased 16,730,502 Barrett shares in the tender offer,
which expired at midnight Eastern time on Monday, June 11, 2001. The shares
purchased represent 50 percent of the approximately 33.5 million Barrett
shares outstanding prior to the offer. The depositary for the offer will
promptly issue payment of $73 net per share for the shares accepted under
the offer and return to holders all shares not accepted as a result of
proration.
Williams and Barrett entered into a merger agreement on May 7.
Subject to the satisfaction of certain conditions, the tender offer will be
followed by a merger in which 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. The number of Williams shares
received in this exchange by each Barrett stockholder will be rounded to
the nearest whole share, with cash paid to Barrett stockholders in lieu of
any fractional shares otherwise owed. As a result of the merger, Barrett
Resources will become a wholly owned subsidiary of Williams. The merger is
expected to close in the third quarter of 2001.
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Tender Offer
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 proxy statement/prospectus, when available, 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 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 SEC. 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 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, 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.