<PAGE>
As filed with the Securities and Exchange Commission on September 18, 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
----------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
84-0832476
-------------------------------------------
(I.R.S. Employer 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., Esq.
Senior Vice President and 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
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. [ ]
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 585,661 $34.5625 $20,241,908 $6,980
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 September 13, 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.
<PAGE>
CROSS REFERENCE SHEET
Cross-reference Sheet between Registration Statement (Form S-3) and Form of
Prospectus.
ITEM NUMBER AND CAPTION CAPTION IN PROSPECTUS
---------------------- ---------------------
11 Material Changes. Not Applicable.
12 Incorporation Of Certain Incorporation Of Certain
Information By Reference Documents By Reference.
202 Description Of Securities Not required.
501 Forepart Of Registrant Statement Registration Statement Cover Page;
And Outside Front Cover of Prospectus Prospectus Cover Page; Prospectus
Inside Cover Page.
502 Inside Front And Outside Back Cover Cover Page; Inside Cover Page; Back
Pages Of Prospectus. Cover Page.
503 Summary Information,Risk Factors, And Prospectus Summary; Risk Factors.
Ratio Of Earnings To Fixed Charges.
504 Use Of Proceeds. Not required.
505 Determination Of Offering Price. Cover Page; Prospectus Summary;
Offering By Selling Stockholders
506 Dilution. Not required.
507 Selling Security Holders. Offering By Selling Stockholders
508 Plan Of Distribution. Cover Page; Offering By Selling
Stockholders.
509 Interest Of Named Experts and Counsel Experts; Legal Matters.
510 Disclosure Of Commission Postion On Securities and Exchange Commission
Indemnification For Securities Act Position On Certain Indemnification.
Liabilities.
<PAGE>
Subject To Completion
PROSPECTUS September 18, 1996
585,661 SHARES
BARRETT RESOURCES CORPORATION
COMMON STOCK
($.01 Par Value)
This Prospectus relates to 585,661 shares (the "Shares") of the $.01 par
value common stock (the "Common Stock") of Barrett Resources Corporation (the
"Company") being offered for sale by certain stockholders (the "Selling
Stockholders") 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 STOCKHOLDERS". The Shares offered by this
Prospectus may be sold from time to time by the Selling Stockholders. No
underwriting arrangements have been entered into by the Selling Stockholders.
The distribution of the Shares by the Selling Stockholders 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 Stockholders in connection with sales of the Shares by Selling
Stockholders. See "OFFERING BY SELLING STOCKHOLDERS".
The Company's Common Stock is traded on the NYSE under the symbol BRR. On
September 11, 1996, the last sale price of the Common Stock as reported by the
NYSE was $34.875 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 Stockholders. The Shares may be offered from time to time by the
Selling Stockholders 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 $38,000.
The date of this Prospectus is September __, 1996.
[RED INK]
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.
<PAGE>
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 and June 30, 1996;
(iii) the Company's Current Report on Form 8-K reporting an event
occurring June 20, 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.
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.
2
<PAGE>
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. Recently, the Company 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 STOCKHOLDERS
The Selling Stockholders are selling an aggregate of 585,661 Shares of
Barrett's Common Stock at prices obtainable on the NYSE or as otherwise
negotiated. The Selling Stockholders informed Barrett that they do not have any
arrangements or agreements with any underwriters or broker/dealers to sell the
Shares, and intend to contact various broker/dealers to identify prospective
purchasers. Additionally, agents, brokers or dealers, including, without
limitation, Bear Stearns Securities Corp., 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
Stockholders beneficially owned 1,218,009 shares, or 3.9 percent, of Barrett's
outstanding Common Stock. If the Selling Stockholders sell all the Shares
offered hereby, the Selling Stockholders will own 632,348 shares, or 2.0
percent, of the Company's Common Stock after this offering. See "OFFERING BY
SELLING STOCKHOLDERS".
The offering by the Selling Stockholders 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 Stockholders.
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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
against some, but not all, of these risks in amounts that management believes to
be reasonable. The
4
<PAGE>
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 June 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.
5
<PAGE>
OFFERING BY SELLING STOCKHOLDERS
The Company is registering the sale of an aggregate of 585,661 Shares of
Common Stock by the Selling Stockholders. The Selling Stockholders may sell
their Common Stock at such prices as they are 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 Stockholders. Additionally, agents, brokers or
dealers, including, without limitation, Bear Stearns Securities Corp., 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.
C. Robert Buford, one of the Selling Stockholders, has been a director of
the Company since December 1983 and served as Chairman Of The Board Of Directors
from December 1983 through March 1994. C. Robert Buford, Martha Josephine
Buford, and Anne Sharp Buford were directors and stockholders of Grand Valley
Corporation ("GVC"), which merged with a wholly-owned subsidiary of the Company
in April 1996. Robert C. Buford also was a stockholder of GVC at that time. W.
Frank Barton was a director and the sole stockholder of Quasar Energy, Inc.,
which became a wholly-owned subsidiary of the Company in July 1996. Thomas R.
Devlin was the sole director and the sole stockholder of 4-D Energy, Inc., which
became a wholly-owned subsidiary of the Company in July 1996. In addition,
Messrs. Barton and Devlin were the officers, directors and stockholders of
Kansas Continental, Inc., which merged into a subsidiary of the Company in July
1996.
The following table sets forth the name of each Selling Stockholders, the
number of shares of Common Stock owned by the Selling Stockholders before the
offering, the number of shares of Common Stock to be sold by the Selling
Stockholders, the number of shares owned by the Selling Stockholders after the
offering, and the percentage of shares of Common Stock owned after the offering.
<TABLE>
<CAPTION>
Number Of Shares Percentage
Of Common Stock Number Of Shares Of Shares
Owned Before Number Of Shares To Owned After Owned After
Name Offering Be Sold Offering Offering
- ------------------------- ------------------- ---------------------- ------------------- ------------
<S> <C> <C> <C> <C>
W. Frank Barton 119,022 119,022(1) 0 0
C. Robert Buford 659,611(2) 35,000(1) 624,611(2) 2.0%
Martha Josephine Buford 151,625(3) 105,000 46,625(3) *
Robert C. Buford 146,626(3) 105,000 41,626(3) *
Thomas R. Devlin 116,639 116,639(1) 0 0
Anne Sharp Buford 171,625(3) 105,000 66,625(3) *
-------
585,661
</TABLE>
* Less than 1% of the Common Stock outstanding.
(1) These shares may not be sold prior to October 19, 1996 without the prior
consent of Goldman, Sachs & Co., Salomon Brothers Inc, Howard, Weil,
Labouisse, Friedrichs Incorporated, and Petrie, Parkman & Co., Inc., the
representatives of the Underwriters of the Company's June 1996 public
offering of Common Stock.
(2) C. Robert Buford is considered a beneficial owner of the 604,830 shares of
which Zenith Drilling Company ("Zenith") is the record owner. Mr. Buford
owns approximately 89% of the outstanding common stock of Zenith. The
number of shares of the Company's stock indicated for Mr. Buford also
includes 10,000 shares that are owned by Aguila Corporation, which is owned
by Mr. Buford's wife and adult children (Martha Josephine Buford, Robert C.
Buford and Anne Sharp Buford) and for which Mr. Buford serves as a
director. Mr. Buford disclaims beneficial ownership of the shares held by
Aguila Corporation pursuant to Rule 16a-1(a)(4) under the 1934 Act. The
number of shares indicated also includes 9,500 shares underlying options
currently exercisable by Mr. Buford.
6
<PAGE>
(3) Includes 10,000 shares owned by Aguila Corporation, a corporation in which
the named person is a stockholder, officer, and/or director. These shares
are included in the table as being beneficially owned by each of C. Robert
Buford, Martha Josephine Buford, Robert C. Buford, and Anne Sharp Buford.
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 20,000 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.
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.
* * * * *
7
<PAGE>
[Outside Back Prospectus Cover Page]
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE
SENTATION 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 UN LAWFUL 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 CORPORA TION OR ITS
SUBSIDIARIES, OR THAT THE INFORMATION CONTAINED IN THIS PROSPEC TUS IS CORRECT,
AT ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION...................... 3
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE.................... 3
PROSPECTUS SUMMARY......................... 4
RISK FACTORS............................... 5
OFFERING BY SELLING
STOCKHOLDERS.............................. 7
LEGAL MATTERS.............................. 8
EXPERTS.................................... 8
585,661 SHARES
BARRETT RESOURCES CORPORATION
COMMON STOCK
($.01 Par Value)
PROSPECTUS
DATED SEPTEMBER __, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance And Distribution.
- -----------------------------------------------------
The estimated expenses of the offering described in this Registration
Statement are as follows:
Registration Fee................... $ 6,980
NYSE Additional Listing Fee........ $14,750
Printing Expenses*................. $ 500
Accounting Fees and Expenses*...... $ 3,000
Legal Fees and Expenses*........... $ 9,000
Blue Sky Fees and Expenses*........ $ 1,000
Registrar and Transfer Agent Fee*.. $ 800
Miscellaneous*..................... $ 1,970
-------
Total.......... $38,000
=======
- ---------------
* Estimated
Item 15. Indemnification Of Directors And Officers.
- ---------------------------------------------------
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...".
II-1
<PAGE>
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.
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.
II-2
<PAGE>
The undersigned Registrant hereby undertakes that:
(1) 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.
(2) 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.
<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 18th day of
September, 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 September 18, 1996
- --------------------------- Of The Board, and Director
William J. Barrett (Principal Executive Officer)
/s/ Paul M. Rady President, Chief Operating September 18, 1996
- --------------------------- Officer, and Director
Paul M. Rady
/s/ A. Ralph Reed Executive Vice President, and September 18, 1996
- --------------------------- Director
A. Ralph Reed
/s/ John F. Keller Executive Vice President, Chief August 21, 1996
- --------------------------- Financial Officer, Secretary, and
John F. Keller Director (Principal Financial and
Accounting Officer)
</TABLE>
II-4
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ C. Robert Buford Director September 18, 1996
- ---------------------------
C. Robert Buford
/s/ Derrill Cody Director August 22, 1996
- ---------------------------
Derrill Cody
/s/ James M. Fitzgibbons Director September 18, 1996
- ---------------------------
James M. Fitzgibbons
/s/ Hennie L.J.M. Gieskes Director August 21, 1996
- ---------------------------
Hennie L.J.M. Gieskes
/s/ William W. Grant, III Director August 19, 1996
- ---------------------------
William W. Grant, III
Director
- ---------------------------
James T. Rodgers
/s/ Philippe S.E.Schreiber Director September 18, 1996
- ---------------------------
Philippe S.E. Schreiber
/s/ Harry S. Welch Director August 20, 1996
- ---------------------------
Harry S. Welch
II-5
<PAGE>
September 17, 1996
Securities And Exchange Commission
450 Fifth Street, N.W.
Washington, DC 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 585,661 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 585,661 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/ 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 incorporation by
reference in this Registration Statement (Form S-3) and related Prospectus of
Barrett Resources Corporation for the registration of 585,661 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
Denver, Colorado
September 18, 1996
