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As filed with the Securities and Exchange Commission on November 15, 1996
Registration No. 333-________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BARRETT RESOURCES CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
84-0832476
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(I.R.S. Employer Identification No.)
1515 Arapahoe Street, Tower 3, Suite 1000
Denver, Colorado 80202
(303) 572-3900
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Eugene A. Lang, Jr., Esq.
Senior Vice President and General Counsel
Barrett Resources Corporation
1515 Arapahoe Street, Tower 3, Suite 1000
Denver, Colorado 80202
(303) 572-3900
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(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
Copies to:
Alan L. Talesnick, Esquire
Francis B. Barron, Esquire
Bearman Talesnick & Clowdus
Professional Corporation
1200 Seventeenth Street, Suite 2600
Denver, Colorado 80202
(303) 572-6500
______________________________
Approximate date of commencement of proposed sale to the public: As soon as
practicable after effective date of Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
- ---------- ---------- -------- ---------- ------------
Common 50,000 $36.125 $1,806,250 $623
Stock, $0.01 shares
par value
(1) Calculated based upon the average of the high and low prices of the
Company's Common Stock on November 14, 1996 as reported on the New York
Stock Exchange.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that the Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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CROSS REFERENCE SHEET
Cross-reference Sheet between Registration Statement (Form S-3) and Form of
Prospectus.
ITEM NUMBER AND CAPTION CAPTION IN PROSPECTUS
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11 Material Changes. Not Applicable.
12 Incorporation Of Certain Incorporation Of Certain
Information By Documents By Reference.
Reference.
202 Description Of Securities. Not required.
501 Forepart Of Registration Registration Statement Cover Page;
Statement And Prospectus Cover Page; Prospectus
Outside Front Cover Of Inside Cover Page.
Prospectus.
502 Inside Front And Outside Back Cover Page; Inside Cover Page; Back
Cover Pages Of Prospectus. Cover Page.
503 Summary Information, Risk Prospectus Summary; Risk Factors.
Factors, And Ratio Of Earnings To
Fixed Charges.
504 Use Of Proceeds. Not required.
505 Determination Of Offering Price. Cover Page; Risk Factors.
506 Dilution. Not required.
507 Selling Security Holder. Offering By Selling Stockholder
508 Plan Of Distribution. Cover Page; Offering By Selling
Stockholder.
509 Interest Of Named Experts and Experts; Legal Matters.
Counsel.
510 Disclosure Of Commission Securities and Exchange Commission
Position On Indem nification For Position On Certain Indemnification.
Securities Act Liabilities.
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PROSPECTUS
50,000 SHARES
BARRETT RESOURCES CORPORATION
COMMON STOCK
($.01 Par Value)
This Prospectus relates to 50,000 shares (the "Shares") of the $.01 par
value common stock (the "Common Stock") of Barrett Resources Corporation (the
"Company") being offered for sale by a certain stockholder (the "Selling
Stockholder") who acquired restricted shares of the Company's Common Stock in
transactions exempt from registration pursuant to federal and state securities
laws. See "OFFERING BY SELLING STOCKHOLDER". The Shares offered by this
Prospectus may be sold from time to time by the Selling Stockholder. No
underwriting arrangements have been entered into by the Selling Stockholder. The
distribution of the Shares by the Selling Stockholder may be offered in one or
more transactions that may take place on the New York Stock Exchange (the
"NYSE"), including ordinary broker's transactions, privately-negotiated
transactions or through sales to one or more dealers for resale of such Shares
as principals, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. Usual and
customary or specifically negotiated brokerage fees or commissions may be paid
by the Selling Stockholder in connection with sales of the Shares by Selling
Stockholder. See "OFFERING BY SELLING STOCKHOLDER".
The Company's Common Stock is traded on the NYSE under the symbol BRR. On
November 14, 1996, the last sale price of the Common Stock as reported by the
NYSE was $35.875 per share. See "RISK FACTORS".
SEE "RISK FACTORS" FOR CERTAIN CONSIDERATIONS RELEVANT TO AN INVESTMENT IN
THE COMMON STOCK OFFERED HEREBY.
The Company will receive no proceeds from the sales of the Shares by the
Selling Stockholder. The Shares may be offered from time to time by the Selling
Stockholder through ordinary brokerage transactions on the NYSE, in negotiated
transactions or otherwise, at market prices prevailing at the time of sale or at
negotiated prices.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The expenses of the offering described in this Prospectus, which are
payable by the Company, are estimated to be approximately $27,000.
The date of this Prospectus is November __, 1996.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
AVAILABLE INFORMATION
This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein together with all amendments thereto referred to as the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended. This
Prospectus does not contain all the information set forth in the Registration
Statement and exhibits thereto, and statements included in this Prospectus as to
the content of any contract or other document referred to are not necessarily
complete. For further information, reference is made to the Registration
Statement and to the exhibits and schedules filed therewith. All these
documents may be inspected at the Commission's principal office in Washington,
D.C. without charge, and copies of them may be obtained from the Commission upon
payment of prescribed fees. Statements contained in this Prospectus as to the
contents of any contract or other document filed as an exhibit to the
Registration Statement are not necessarily complete, and in each instance
reference is hereby made to the copy of such contract or other document filed as
an exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and, in accordance therewith
files reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, Room 1024 and at the following Regional
Offices of the Commission: 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material also can be obtained at prescribed rates by
writing to the Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, such materials may also be inspected and
copied at the offices of the New York Stock Exchange, Inc., 20 Broadway Street,
New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents that previously were, or are required in the future
to be, filed with the Commission (File No. 1-13446) pursuant to the 1934 Act are
incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the year ended December
31, 1995;
(ii) the Company's Quarterly Report on Form 10-Q for each of the quarters
ended March 31, 1996, June 30, 1996, and September 30, 1996.
(iii) the Company's Current Report on Form 8-K reporting an event
occurring November 4, 1996;
(iv) the description of the Company's common stock contained in the
Company's registration statement on Form 8-A as filed with the
Commission on October 27, 1994;
(v) the Company's Proxy Statement dated April 11, 1996 concerning the
Company's Annual Meeting Of Stockholders held on June 5, 1996; and
(vi) all documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the 1934 Act subsequent to the date of this
Prospectus and prior to the termination of the offering made hereby.
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Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that such statement is modified or replaced by a statement contained
in this Prospectus or in any other subsequently filed document that also is or
is deemed to be incorporated by reference into this Prospectus. Any such
statement so modified or superseded shall not be deemed, except as so modified
or replaced, to constitute a part of this Prospectus. The Company will provide
without charge to each person to whom a copy of this Prospectus has been
delivered, upon the written or oral request of any such person, a copy of any or
all of the documents referred to above that have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents. Written or
oral requests for such copies should be directed to Eugene A. Lang, Jr., Esq.,
Senior Vice President and General Counsel, Barrett Resources Corporation, 1515
Arapahoe Street, Tower 3, Suite 1000, Denver, Colorado 80202, (303) 572-3900.
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[This Page Intentionally Left Blank]
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus and in the financial
statements and other documents incorporated by reference into this Prospectus.
As used herein, the "Company" or "Barrett" means Barrett Resources Corporation
and its subsidiaries unless the context requires otherwise. Unless otherwise
indicated, all references to annual or quarterly periods refer to the Company's
fiscal year ending December 31. Unless otherwise indicated herein, the
information in this Prospectus, and in the documents incorporated by reference
in this Prospectus, includes the effects of the restatement of the Company's
financial, operating and reserve information to include Plains Petroleum Company
("Plains") on a combined basis effective for all periods as a result of the July
18, 1995 merger with Plains, which was accounted for as a pooling of interests.
Investors should carefully consider the information set forth under the heading
"RISK FACTORS".
THE COMPANY
Barrett is an independent natural gas and crude oil exploration and
production company with core areas of activity in the Rocky Mountain region of
Colorado and Wyoming; the Mid-Continent region of Kansas and Oklahoma; the
Permian Basin of Texas and New Mexico; the Gulf Coast area of Louisiana and
Texas; and the shallow waters of the Gulf of Mexico. The Company concentrates
its activities in core areas in which it has accumulated detailed geologic
knowledge and developed significant management expertise. The Company has
developed and continues to build on its interests in the Piceance Basin in
northwestern Colorado, the Anadarko and Arkoma Basins in Oklahoma, and the Wind
River Basin in Wyoming. As a result of the July 1995 merger with Plains, the
Company acquired significant interests in the Hugoton Embayment in Kansas and
Oklahoma, the Permian Basin in Texas and New Mexico, and the Powder River Basin
in Wyoming. During 1996, the Company has expanded into the Louisiana and Texas
Gulf Coast area and the shallow waters of the Gulf of Mexico.
In addition to development drilling programs in each of its core areas, the
Company is engaged in several exploration projects in the Wind River and
Anadarko Basins and the Gulf Coast/Gulf of Mexico area. Barrett believes these
projects will enhance its reserve base and financial position, although there
can be no assurance this will occur. The Company also is evaluating
opportunities to develop expertise and undertake exploration in selected
international projects.
Barrett markets all of its own gas and oil production from wells that it
operates. In addition, the Company engages in natural gas trading activities,
which involve purchasing gas from third parties and selling gas to other parties
at prices and volumes that management anticipates will result in profits to the
Company. Through these trading activities, the Company obtains knowledge and
information that enables it to more effectively market its own production.
OFFERING BY SELLING STOCKHOLDER
The Selling Stockholder is selling an aggregate of 50,000 Shares of
Barrett's Common Stock at prices obtainable on the NYSE or as otherwise
negotiated. The Selling Stockholder informed Barrett that he does not have any
arrangements or agreements with any underwriters or broker/dealers to sell the
Shares, and intends to contact various broker/dealers to identify prospective
purchasers. Additionally, agents, brokers or dealers may acquire Shares or
interests therein as a pledgee and may, from time to time, effect distributions
of the Shares or interests in such capacity. Prior to this offering, the
Selling Stockholder beneficially owned 50,000 shares, or less than one percent,
of Barrett's outstanding Common Stock. If the Selling Stockholder sells all the
Shares offered hereby, the Selling Stockholder will not own any shares of the
Company's Common Stock after this offering. See "OFFERING BY SELLING
STOCKHOLDER".
The offering by the Selling Stockholder involves certain risks concerning
the nature of the oil and gas business, and other matters. See "RISK FACTORS".
The Company will not receive any of the proceeds from the sales of the Shares by
the Selling Stockholder.
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RISK FACTORS
Prospective purchasers of the Company's Common Stock should carefully
consider, together with the other information included herein and incorporated
by reference herein, the following factors that affect the Company:
VOLATILITY OF PRICES AND AVAILABILITY OF MARKETS
The Company's revenues, profitability and future rate of growth are
substantially dependent upon prevailing prices for natural gas and oil, which
can be extremely volatile and in recent years have been depressed by excess
domestic and imported supplies. Natural gas prices have risen in recent months.
There can be no assurance that current price levels can be sustained. Prices
also are affected by actions of state and local agencies, the United States and
foreign governments, and international cartels. These external factors and the
volatile nature of the energy markets make it difficult to estimate future
prices of natural gas and oil. Any substantial or extended decline in the price
of natural gas would have a material adverse effect on the Company's financial
condition and results of operations, including reduced cash flow and borrowing
capacity. All of these factors are beyond the control of the Company. The
marketability of the Company's production depends in part upon the availability,
proximity and capacity of gas gathering systems, pipelines and processing
facilities. Federal and state regulation of gas and oil production and
transportation, general economic conditions, changes in supply and changes in
demand all could adversely affect the Company's ability to produce and market
its natural gas and oil. If market factors were to change dramatically, the
financial impact on the Company could be substantial. The volatility of product
prices and the availability of markets are beyond the control of the Company and
thus represent a significant risk. For the year ended December 31, 1995, the
Company's production and reserve base were approximately 82% and 87% natural
gas, respectively, on an energy equivalent basis. As a result, the Company's
earnings and cash flow are more sensitive to fluctuations in the price of
natural gas than to fluctuations in the price of oil.
The Company engages in hedging activities with respect to some of its gas
and oil production through a variety of financial arrangements designed to
protect against price declines, including swaps and futures agreements. To the
extent that Barrett engages in such activities, it may be prevented from
realizing the benefits of price increases above the levels of the hedges.
The Company reports its operations using the full cost method of accounting
for gas and oil properties. Under full cost accounting rules, the net
capitalized costs of gas and oil properties may not exceed a "ceiling" limit of
the present value of estimated future net revenues from proved reserves,
discounted at 10%, plus the lower of cost or fair market value of unproved
properties. This rule requires calculating future revenues at unescalated prices
in effect as of the end of each fiscal quarter and requires a write-down if the
net capitalized costs of the gas and oil properties exceed the ceiling limit,
even if price declines are temporary. The risk that the Company will be required
to write-down the carrying value of its gas and oil properties increases when
gas and oil prices are depressed or unusually volatile. A ceiling limitation
write-down is a one-time charge to earnings, which does not impact cash flow
from operating activities.
OTHER INDUSTRY AND BUSINESS RISKS
The Company competes in the areas of gas and oil exploration, production,
development and transportation with other companies, many of which may have
substantially larger financial and other resources. The nature of the gas and
oil business also involves a variety of risks, including the risks of operating
hazards such as fires, explosions, cratering, blow-outs, encountering formations
with abnormal pressures, and, in horizontal wellbores, the increased risk of
mechanical failure and collapsed holes, the occurrence of any of which could
result in losses to the Company. The operation of the Company's gas processing
plant and its gas gathering systems involves certain risks, including explosions
and environmental hazards caused by pipeline leaks and ruptures. The effect of
these hazards are increased with respect to the Company's Gulf Coast activities
due to the difficulty of containing leaks and ruptures in offshore locations. In
accordance with customary industry practices, the Company maintains insurance
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against some, but not all, of these risks in amounts that management believes to
be reasonable. The occurrence of a significant event that is not fully insured
could have a material adverse effect on the Company's financial position.
The Company's revenues depend on its level of success in acquiring or
finding additional reserves. Except to the extent that the Company acquires
properties containing proved reserves or conducts successful exploration and
development activities, or both, the proved reserves of the Company will decline
as reserves are produced. There can be no assurance that the Company's planned
exploration and development projects will result in additional reserves or that
the Company will have future success in drilling productive wells.
Gas trading activities involve a high degree of risk because of the
inherent uncertainties associated with the gas trading process. These
uncertainties include the lack of predictability in gas prices, risk of non-
performance by counter-parties, market imperfections caused by regional price
differentials, possible lack of liquidity in the trading markets and possible
failure of physical delivery. Although the possibility of lower natural gas
prices tends to add risk to the Company's exploration and development
activities, it is the possibility of unexpected price volatility that represents
a primary risk for the Company's gas trading activities. In addition, gas
trading is highly competitive and the Company competes with several other
companies, many of which have more experience, personnel and other resources
available to them. However, the Company does not believe that any one competitor
is dominant in the industry.
ENGINEERS' ESTIMATES OF RESERVES AND FUTURE NET REVENUES
The documents incorporated by reference into this Prospectus contain
estimates of reserves and of future net revenues which have been prepared by the
Company and reviewed by independent petroleum engineers. However, petroleum
engineering is not an exact science and involves estimates based on many
variable and uncertain factors. Estimates of reserves and of future net revenues
prepared by different petroleum engineers may vary substantially depending, in
part, on the assumptions made and may be subject to adjustment either up or down
in the future. The actual amounts of production, revenues, taxes, development
expenditures, operating expenses, and quantities of recoverable gas and oil
reserves to be encountered may vary substantially from the engineers' estimates.
Estimates of reserves also are extremely sensitive to the market prices for
natural gas and oil.
GOVERNMENT REGULATION AND ENVIRONMENTAL RISKS
The production and sale of oil and natural gas are subject to a variety of
federal, state and local government regulations that may be changed from time to
time in response to economic or political conditions. The regulations concern,
among other matters, the prevention of waste, the discharge of materials into
the environment, the conservation of natural gas and oil, pollution, permits for
drilling operations, drilling bonds, reports concerning operations, the spacing
of wells, the unitization and pooling of properties, and various other matters
including taxes. The Company currently has a dispute with the Internal Revenue
Service. Although the Company believes it will prevail in its position, there
can be no assurance of a favorable outcome. See Note 11 to the Consolidated
Financial Statements of the Company included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 and Note 2 to the Consolidated
Financial Statements included in the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996, which are incorporated by reference into
this Prospectus. Many jurisdictions have at various times imposed limitations
on the production of gas and oil by restricting the rate of flow for gas and oil
wells below their actual capacity to produce. In addition, many states have
raised state taxes on energy sources and additional increases may occur,
although there can be no certainty of the effect that increases in state energy
taxes would have on natural gas and oil prices. Although the Company believes it
is in substantial compliance with applicable environmental and other government
laws and regulations and to date such compliance has not had a material adverse
effect on the earnings or competitive position of the Company, there can be no
assurance that significant costs for compliance will not be incurred in the
future. Compliance with environmental laws, including the preparation of
environmental assessments and impact statements, can delay drilling activity,
thereby potentially reducing revenue and cash flow.
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OFFERING BY SELLING STOCKHOLDER
The Company is registering the sale of an aggregate of 50,000 shares of
Common Stock by the Selling Stockholder. The Selling Stockholder may sell his
Common Stock at such prices as he is able to obtain in the market or as
otherwise negotiated. The Company will receive no proceeds from the sale of
Common Stock by the Selling Stockholder. Additionally, agents, brokers or
dealers may acquire Shares or interests therein as a pledgee and may, from time
to time, effect distributions of the Shares or interests in such capacity.
Jake Harouny, the Selling Stockholder, is the President of Medallion
Exploration ("Medallion"). In November 1996, the Company purchased certain
producing and non-producing oil and gas properties previously owned by Medallion
in exchange for certain properties of the Company, cash and 50,000 shares of the
Company's Common Stock. In connection with this transaction, Mr. Harouny agreed
to provide consulting services to the Company for 12 months for compensation of
$8,000 per month.
The following table sets forth the name of the Selling Stockholder, the
number of shares of Common Stock owned by the Selling Stockholder before the
offering, the number of shares of Common Stock to be sold by the Selling
Stockholder, the number of shares owned by the Selling Stockholder after the
offering, and the percentage of shares of Common Stock owned after the offering.
Number Of Shares Number Of Percentage
Of Common Stock Number Of Shares Of Shares
Owned Before Shares To Owned After Owned After
Name Offering Be Sold Offering Offering
------ ---------------- --------- ----------- -----------
Jake Harouny 50,000 50,000 0 0
LEGAL MATTERS
Bearman Talesnick & Clowdus Professional Corporation, Denver, Colorado, has
acted as counsel for the Company in connection with this offering. Attorneys
employed by that law firm beneficially own approximately 15,000 shares of the
Company's Common Stock.
EXPERTS
The consolidated financial statements of Barrett Resources Corporation
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 have been audited by Arthur Andersen, LLP, independent
auditors, as set forth in their report included therein and incorporated herein
by reference. Such financial statements are incorporated herein by reference in
reliance upon such report and upon the authority of such firm as experts in
auditing and accounting.
SECURITIES AND EXCHANGE COMMISSION POSITION ON
CERTAIN INDEMNIFICATION
Pursuant to Delaware law, the Company's Board of Directors has the power to
indemnify officers and directors, present and former, for expenses incurred by
them in connection with any proceeding they are involved in by reason of their
being or having been an officer or director of the Company. The person being
indemnified must have acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company. The Company's
Certificate of Incorporation and Bylaws extend this indemnification to the
Company's officers and directors.
In addition to the general indemnification section, the Company has adopted
a provision under Delaware law that eliminates and limits certain personal
liability of a director for monetary damages for breaches of the director's
fiduciary duty of care under certain limited circumstances.
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Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
* * * * *
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF SO GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
PROVIDED BY BARRETT RESOURCES CORPORATION OR ITS SUBSIDIARIES. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
PURCHASE, ANY SECURITIES THAT ARE COVERED BY THIS PROSPECTUS, TO ANY PERSON IN A
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR THE DISTRIBUTION OF ANY SECURITIES
TO WHICH THIS PROSPECTUS RELATES SHALL CREATE ANY IMPLICATION THAT THERE HAS NOT
BEEN A CHANGE IN THE AFFAIRS OF BARRETT RESOURCES CORPORATION OR ITS
SUBSIDIARIES, OR THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT,
AT ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
TABLE OF CONTENTS
Page
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AVAILABLE INFORMATION.......... ii
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE........ ii
PROSPECTUS SUMMARY............. 1
THE COMPANY.................... 1
OFFERING BY SELLING
STOCKHOLDER.................... 1
RISK FACTORS................... 2
OFFERING BY SELLING
STOCKHOLDER................... 4
LEGAL MATTERS.................. 4
EXPERTS........................ 4
SECURITIES AND EXCHANGE
COMMISSION POSITION ON CERTAIN
INDEMNIFICATION............... 4
50,000 SHARES
BARRETT RESOURCES CORPORATION
COMMON STOCK
($.01 Par Value)
PROSPECTUS
NOVEMBER __, 1996
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance And Distribution.
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The estimated expenses of the offering described in this Registration
Statement are as follows:
Registration Fee................... $ 623
NYSE Additional Listing Fee........ $14,750
Printing Expenses*................. $ 500
Accounting Fees and Expenses*...... $ 2,000
Legal Fees and Expenses*........... $ 6,000
Blue Sky Fees and Expenses*........ $ 500
Registrar and Transfer Agent Fee*.. $ 300
Miscellaneous*..................... $ 2,327
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Total $27,000
=======
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* Estimated
Item 15. Indemnification Of Directors And Officers.
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The Delaware General Corporation Law provides for indemnification by a
corporation of costs incurred by directors, employees, and agents in connection
with an action, suit, or proceeding brought by reason of their position as a
director, employee, or agent. The person being indemnified must have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.
In addition to the general indemnification section, Delaware law provides
further protection for directors under Section 102(b)(7) of the General
Corporation Law of Delaware. This section was enacted in June 1986 and allows a
Delaware corporation to include in its certificate of incorporation a provision
that eliminates and limits certain personal liability of a director for monetary
damages for certain breaches of the director's fiduciary duty of care, provided
that any such provision does not (in the words of the statute) do any of the
follows:
"eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under section 174 of this Title
[dealing with willful or negligent violation of the statutory provision
concerning dividends and stock purchases and redemptions], or (iv) for any
transaction from which the director derived an improper personal benefit.
No such provision shall eliminate or limit the liability of a director for
any act or omission occurring prior to the date when such provision becomes
effective...".
The Board of Directors is empowered to make other indemnification as
authorized by the Certificate of Incorporation, Bylaws or corporate resolution
so long as the indemnification is consistent with the Delaware General
Corporation Law. Under the Company's bylaws, the Company is required to
indemnify its directors to the full extent permitted by the Delaware General
Corporation Law, common law and any other statutory provision.
II-1
<PAGE>
Item 16. Exhibits.
- ------------------
2. Agreement And Plan Of Merger, dated as of May 2, 1995, among Barrett
Resources Corporation ("Registrant"), Barrett Energy Inc. (formerly
known as Vanilla Corporation), and Plains Petroleum Company ("Plains")
is incorporated by reference from Annex I to the Joint Proxy
Statement/Prospectus of Registrant and Plains dated June 13, 1995.
3.1 Restated Certificate of Incorporation of Registrant is incorporated
by reference from Exhibit 3.2 of Registrant's Registration Statement
on Form S-4 dated June 9, 1995.
3.2 Bylaws of Registrant, as amended, are incorporated by reference
from Exhibit 3.3 of Registrant's Registration Statement on Form S-4
dated June 9, 1995.
5 Opinion regarding legality.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Bearman Talesnick & Clowdus Professional Corporation
(included in the opinion regarding legality set forth in Exhibit 5).
Item 17. Undertakings.
- ----------------------
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering hereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned Registrant hereby undertakes:
(1) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(4) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act Of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 15th day of
November, 1996.
BARRETT RESOURCES CORPORATION
By: /s/ William J. Barrett
-------------------------------------------
William J. Barrett, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors
of the Registrant, by virtue of their signatures to this to the Registration
Statement appearing below, hereby constitute and appoint William J. Barrett or
Eugene A. Lang, Jr., and each or either of them, with full power of
substitution, as attorneys-in-fact in their names, place and stead to execute
any and all amendments to this Registration Statement in the capacities set
forth opposite their name and hereby ratify all that said attorneys-in-fact and
each of them or his substitutes may do by virtue hereof.
Pursuant to the requirements of the Securities Act Of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ William J. Barrett Chief Executive Officer, Chairman Of November 15, 1996
- ---------------------------- The Board, and Director (Principal
William J. Barrett Executive Officer)
/s/ Paul M. Rady President, Chief Operating Officer, November 15, 1996
- ---------------------------- and Director
Paul M. Rady
/s/ A. Ralph Reed Executive Vice President, and November 15, 1996
- ---------------------------- Director
A. Ralph Reed
/s/ John F. Keller Executive Vice President, Chief November 15, 1996
- ---------------------------- Financial Officer, Secretary, and
John F. Keller Director (Principal Financial and
Accounting Officer)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
- ---------------------------- Director November __, 1996
C. Robert Buford
Director November __, 1996
- ----------------------------
Derrill Cody
/s/ James M. Fitzgibbons Director November 15, 1996
- ----------------------------
James M. Fitzgibbons
/s/ Hennie L.J.M. Gieskes Director November 15, 1996
- ----------------------------
Hennie L.J.M. Gieskes
/s/ William W. Grant, II Director November 12, 1996
- ----------------------------
William W. Grant, III
/s/ James T. Rodgers Director November 15, 1996
- ----------------------------
James T. Rodgers
Director November __, 1996
- ----------------------------
Philippe S.E. Schreiber
/s/ Harry S. Welch Director November 15, 1996
- ----------------------------
Harry S. Welch
</TABLE>
II-5
<PAGE>
Exhibit 5
[Letterhead of Bearman Talesnick & Clowdus Appears Here]
November 15, 1996
Securities And Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen and Ladies:
We have acted as counsel for Barrett Resources Corporation (the "Company")
in connection with the registration under the Securities Act of 1933, as
amended, of 50,000 shares of the Company's $.01 par value common stock (the
"Common Stock") on Form S-3.
We have examined the Company's Certificate Of Incorporation, as amended,
its Bylaws, as amended, and the record of its corporate proceedings with respect
to the registration described above. In addition, we have examined such other
certificates, agreements, documents and papers, and we have made such other
inquiries and investigations of law as we have deemed appropriate and necessary
in order to express the opinion set forth in this letter. In our examinations,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, photostatic, or conformed copies and the
authenticity of the originals of all such latter documents. In addition, as to
certain matters we have relied upon certificates and advice from various state
authorities and public officials, and we have assumed the accuracy of the
material and the factual matters contained therein.
Subject to the foregoing and on the basis of the aforementioned
examinations and investigations, it is our opinion that the 50,000 shares of
Common Stock whose transfer is being registered by the Company are at the
current time, and will be if and when sold and delivered as described in the
Company's Registration Statement on Form S-3 (the "Registration Statement"),
legally issued, fully paid and nonassessable shares of the Company's Common
Stock.
We hereby consent to be named in the Registration Statement, and in the
prospectus that constitutes a part thereof, as the attorneys passing upon the
validity of the issuance of the Common Stock on behalf of the Company and, to
the filing of this opinion as an Exhibit to the Company's Registration
Statement.
This opinion is to be used solely for the purpose of the registration of
the Common Stock and may not be used for any other purpose.
Very truly yours,
/s/ Beraman Talesnick & Clowdus
-------------------------------
Professional Corporation
BEARMAN TALESNICK & CLOWDUS
Professional Corporation
<PAGE>
Exhibit 23.1
------------
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement (Form S-3) and related Prospectus of
Barrett Resources Corporation for the registration of 50,000 shares of its
common stock of our report dated March 1, 1996 included in Barrett Resources
Corporation's Annual Report (Form 10-K) for the year ended December 31, 1995 and
to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Denver, Colorado
November 15, 1996
