<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) May 3, 1995
Barrett Resources Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-13446 84-0832476
- ---------------------------- ---------------- ------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1125 Seventeenth Street, Suite 2400, Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 297-3900
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Item 5. Other Events
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On May 3, 1995, the Registrant issued a press release announcing the
merger of Plains Petroleum Company into a wholly owned subsidiary of the
Registrant. A copy of that press release is included in this Current Report as
Exhibit 99.1.
Item 7. Financial Statements, ProForma Financial Information And Exhibits
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(c) Exhibits
Exhibit No. Description
- ----------- -----------
2.1 Agreement And Plan Of Merger dated as of May 2, 1995 among Barrett
Resources Corporation, Vanilla Corporation and Plains Petroleum
Company is incorporated by reference from Exhibit 2.1 of the
Current Report on Form 8-K of Plains Petroleum Company (Commission
File No. 1-8975) reporting an event occurring May 2, 1995.
99.1 Registrant's Press Release dated May 3, 1995 announcing the merger
of Plains Petroleum Company into a wholly owned subsidiary of the
Registrant .
* * * * *
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 4, 1995 BARRETT RESOURCES CORPORATION
By: /s/ John F. Keller
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John F. Keller
Executive Vice President
3
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM 8-K
REPORTING AN EVENT OCCURRING MAY 3, 1995
BARRETT RESOURCES CORPORATION
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____________________
EXHIBITS
____________________
<PAGE>
Exhibits
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Number Description
- ------ -----------
2.1 Agreement And Plan Of Merger dated as of May 2, 1995 among
Barrett Resources Corporation, Vanilla Corporation and Plains
Petroleum Company is incorporated by reference from Exhibit 2.1
of the Current Report on Form 8-K of Plains Petroleum Company
(Commission File No. 1-8975) reporting an event occurring May 2,
1995.
99.1 Registrant's Press Release dated May 3, 1995 announcing the
merger of Plains Petroleum Company into a wholly owned subsidiary
of the Registrant .
<PAGE>
Exhibit 99.1
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(Attached To And Made Part Of
The Barrett Resources Corporation
Form 8-K
Reporting An Event Occurring
May 3, 1995)
Registrant's Press Release dated May 3, 1995 announcing the merger of
Plains Petroleum Company into a wholly-owned subsidiary of the Registrant
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NEWS RELEASE
BARRETT RESOURCES CORPORATION 1125 17TH SUITE 2400 DENVER CO 80202
303-297-3900 FAX 303-297-0807
FOR IMMEDIATE RELEASE Contact: Donald H. Stevens Eugene A. Lang, Jr.
- --------------------- Barrett Resources Corp. Plains Petroleum Co.
(303) 297-3900 (303) 969-9325
BARRETT RESOURCES AND PLAINS PETROLEUM
SIGN MERGER AGREEMENT
Denver, Colo., May 3, 1995 - Barrett Resources Corporation (NYSE:BRR)
("Barrett") and Plains Petroleum Company (NYSE: PLP) ("Plains") today announced
the execution of a definitive merger agreement pursuant to which Plains will be
merged into Barrett. The terms of the merger agreement provide that each
outstanding share of Plains common stock will be exchanged for 1.3 shares of
Barrett common stock.
The merger will take the form of a tax-free exchange and will be accounted for
as a pooling of interests. The merger has been approved by the Boards of
Directors of both companies and is subject to approval by their respective
stockholders as well as other customary conditions and approvals. At the
conclusions of the merger, Barrett will expand its Board of Directors to include
four members of Plains' Board.
William J. Barrett will remain as chairman and chief executive officer of
Barrett. William F. Wallace, president and chief operating officer of Plains,
will become vice-chairman. Paul M. Rady, Barrett's president and chief operating
officer, will continue in those positions.
"I believe that this strategic combination will enhance value for both Plains
and Barrett stockholders," said Bill Barrett. "The combined company will have a
solid foundation of stable gas production in the Mid-continent and Rocky
Mountains areas, with excellent upside potential in the Piceance, Wind River,
Arkoma, and Gulf Coast Basins. The strong financial position and substantial
cash flow of our new combined enterprise will allow us to take advantage of a
growing inventory of future exploration and development opportunities."
Mr. Barrett also stated, "We are very pleased that Bill Wallace has agreed to
serve as vice-chairman. He brings seasoned management experience and we believe
he will greatly facilitate the process of combining our companies and exploiting
the upside potential of Plains' properties."
James A. Miller, chairman and chief executive officer of Plains, noted, "We have
been looking for the right opportunity for our stockholders. Bill Barrett and
his team bring a superior exploration track record, which is reflected in the
growth prospects for Barrett. This merger will create one of the premier
gas-oriented independent exploration companies in the United States."
-more-
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Plains had previously announced on March 1, 1995, the commencement of a
comprehensive process to evaluate the alternatives for the Company in a cash or
stock transaction. Miller declined to comment on the number of companies
contacted by Plains other than characterizing the process as comprehensive.
Petrie Parkman & Co. served as financial adviser to Barrett, while Plains was
advised by Goldman, Sachs & Co. and Batchelder & Partners.
Barrett's production during the three months ended March 31, 1995 was 4.3 BCF of
gas and 25,000 barrels of oil. Plains' corresponding figures were 7.4 BCF of gas
and 405,000 barrels of oil.
Barrett is a Denver-based independent natural gas and oil exploration and
production company that is also involved in gas gathering, marketing, and
trading activities.
Plains produces, develops, and explores for oil and gas in the Mid-continent,
Permian Basin, Gulf Coast, and Rocky Mountain regions of the United States. The
company is also Denver-based.
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