<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 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
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-0832476
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1515 ARAPAHOE STREET, TOWER 3, SUITE 1000
DENVER, COLORADO 80202
(303) 572-3900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
EUGENE A. LANG, JR., ESQUIRE, SENIOR VICE PRESIDENT--GENERAL COUNSEL
BARRETT RESOURCES CORPORATION
1515 ARAPAHOE STREET, TOWER 3, SUITE 1000
DENVER, COLORADO 80202
(303) 572-3900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
ALAN L. TALESNICK, ESQUIRE MARK ZVONKOVIC, ESQUIRE
FRANCIS B. BARRON, ESQUIRE CHRISTINE B. LAFOLLETTE, ESQUIRE
BEARMAN TALESNICK & CLOWDUS ANDREWS & KURTH L.L.P.
PROFESSIONAL CORPORATION 425 LEXINGTON AVENUE
1200 SEVENTEENTH STREET SUITE 2600 NEW YORK, NEW YORK 10017
DENVER, COLORADO 80202 (212) 850-2800
(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. [_]
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. [_]
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. [X] 333-04051
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. [_]
<TABLE>
<CAPTION>
CALCULATION OF ADDITIONAL REGISTRATION FEE
===============================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE (1)(2)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value ... 800,000 shares (3) $26.375 21,100,000 $7,276
===============================================================================================================
</TABLE>
(1) The shares of Common Stock are not being registered for the purpose of
sales outside the United States.
(2) Calculated in accordance with Rule 457 of the Securities Act of 1933.
(3) Amount represents an increase in the offering size from 4,600,000 shares
to 5,400,000 shares of which 4,600,000 previously were registered.
----------------
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.
================================================================================
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Registration No. 333-04051) filed by Barrett Resources
Corporation (the "Company") with the Securities and Exchange Commission on May
17, 1996, as amended by Amendment No. 1 thereto filed on May 28, 1996, which was
declared effective on June 19, 1996, are incorporated herein by reference.
<PAGE>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
<TABLE>
<C> <S>
1 Revised form of Underwriting Agreement.*
1.2 Certificate of Registrant as to payment of additional registration fee.
2.1 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).
23.3 Consent of Ryder Scott Company.
23.4 Consent of Netherland, Sewell & Associates, Inc.
99.1 Report of Ryder Scott Company.*
99.2 Report of Netherland, Sewell & Associates, Inc.*
</TABLE>
- --------
* Incorporated by reference to the Registrant's Registration Statement on
Form S-3, as amended (Registration No. 333-04051).
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
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 NEW YORK, STATE OF NEW YORK ON THE 19TH DAY OF JUNE,
1996.
Barrett Resources Corporation
/s/ William J. Barrett
By: _________________________________
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 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 BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATE INDICATED.
SIGNATURE TITLE DATE
/s/ William J. Barrett Chief Executive June 19, 1996
_____________________________________ Officer, Chairman
WILLIAM J. BARRETT Of The Board, and
Director (Principal
Executive Officer)
/s/ Paul M. Rady President, Chief June 19, 1996
_____________________________________ Operating Officer,
PAUL M. RADY and Director
/s/ A. Ralph Reed Executive Vice June 19, 1996
_____________________________________ President, and
A. RALPH REED Director
/s/ John F. Keller Executive Vice June 19, 1996
_____________________________________ President, Chief
JOHN F. KELLER Financial Officer,
Secretary, and
Director (Principal
Financial and
Accounting Officer)
/s/ C. Robert Buford Director June 19, 1996
_____________________________________
C. ROBERT BUFORD
Director , 1996
_____________________________________
DERRILL CODY
/s/ James M. Fitzgibbons Director June 19, 1996
_____________________________________
JAMES M. FITZGIBBONS
II-2
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Hennie L.J.M. Gieskes Director June 19, 1996
_____________________________________
HENNIE L.J.M. GIESKES
Director , 1996
_____________________________________
WILLIAM W. GRANT, III
Director , 1996
_____________________________________
JAMES T. RODGERS
/s/ Philippe S.E. Schreiber Director June 19, 1996
_____________________________________
PHILIPPE S.E. SCHREIBER
/s/ Harry S. Welch Director June 19, 1996
_____________________________________
HARRY S. WELCH
II-3
<PAGE>
CERTIFICATE OF
BARRETT RESOURCES CORPORATION
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
Barrett Resources Corporation (the "Registrant") hereby certifies to the
Securities and Exchange Commission that on June 19, 1996:
(i) The Registrant has instructed its bank to wire transfer
to the Securities and Exchange Commission the requisite filing fee of
$7,276 in connection with its Registration Statement pursuant to Rule
462(b) filed on June 19, 1996;
(ii) The Registrant will not revoke such instructions;
(iii) The Registrant has sufficient funds in the account in
which the wire transfer will originate to cover the amount of the
filing fee.
The Registrant hereby undertakes to confirm on June 20, 1996 that its
bank has received such instructions.
BARRETT RESOURCES CORPORATION
By: /s/ ROBERT W. HOWARD
-------------------------------
Robert W. Howard
Senior Vice President - Finance
<PAGE>
June 19, 1996
U.S. 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 abbreviated registration under the Securities
Act of 1933, as amended, of up to an additional 800,000 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 original 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 800,000 shares of
Common Stock the sale of which is being registered by the Company 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 (i) 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
(ii) 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/ BEARMAN TALESNICK & CLOWDUS
PROFESSIONAL CORPORATION
BEARMAN TALESNICK & CLOWDUS
Professional Corporation
<PAGE>
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the use of our
report dated March 1, 1996 in this Registration Statement (Form S-3) and related
Prospectus of Barrett Resources Corporation for the registration of 800,000
shares of its common stock and to all references to our Firm included in this
Registration Statement.
We also consent to the incorporation by reference therein of our report
with respect to the financial statements of Barrett Resources Corporation for
the years ended December 31, 1995, 1994 and 1993 included in the Annual Report
(Form 10-K) for 1995 incorporated by reference.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Denver, Colorado
June 19, 1996
<PAGE>
CONSENT OF RYDER SCOTT COMPANY
We hereby consent to the references to Ryder Scott Company Petroleum
Engineers as experts in the field of petroleum engineering in this Registration
Statement (Form S-3) and related Prospectus of Barrett Resources Corporation for
the registration of 800,000 shares of its common stock and to all references to
our Firm included in this Registration Statement.
Very truly yours,
/s/ RYDER SCOTT COMPANY PETROLEUM ENGINEERS
Ryder Scott Company Petroleum Engineers
Denver, Colorado
June 19, 1996
<PAGE>
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the references to Netherland, Sewell & Associates,
Inc. as experts in the field of petroleum engineering in this Registration
Statement (Form S-3) and related Prospectus of Barrett Resources Corporation for
the registration of 800,000 shares of its common stock and to all references to
our Firm included in this Registration Statement.
Very truly yours,
Netherland, Sewell & Associates, Inc.
By: /s/ CLARENCE M. NETHERLAND
----------------------------
Clarence M. Netherland
Chairman
Dallas, Texas
June 19, 1996
