<PAGE>
As filed with the Securities and Exchange Commission on April 30, 1998
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., Esquire, 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
Denver, Colorado 80202
(303) 572-6500
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective as determined
by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend
<PAGE>
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 maximum
Title of each class Maximum Offering aggregate Amount of
of securities to be Amount to Be Price Per offering registration
registered Registered Share price (1) fee
================================================================================
Common Stock 260,917 $36.125 9,425,627 $2,781
$.01 par value
- --------------------------------------------------------------------------------
TOTAL 260,917 $36.125 9,425,627 $2,781
================================================================================
(1) Calculated based upon the average of the high and low prices of the
Company's Common Stock on April 27, 1998 as reported on the New York
Stock Exchange.
______________________________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that the Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME
THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED APRIL 30, 1998
PROSPECTUS
- ----------
260,917 SHARES
BARRETT RESOURCES CORPORATION
COMMON STOCK
($.01 Par Value)
----------------
This Prospectus relates to 260,917 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 a
transaction 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 April 29, 1998, the last sale price of the Common Stock as reported by the
NYSE was $37.25 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 $30,000.
The date of this Prospectus is April ____, 1998.
----------------
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFER CONTAINED
HEREIN. THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT DOES NOT CONSTITUTE AN
OFFER IN ANY JURISDICTION IN WHICH SUCH OFFER MAY NOT LAWFULLY BE MADE.
---------------------
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 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, 13th Floor, New
York, New York 10048. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of the
Commission's Web site is http://www.sec.gov. 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
material may be inspected and copied at the offices of the New York Stock
Exchange, Inc., 20 Broad 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, 1997;
(ii) 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;
(iii) the description of the Company's Preferred Stock Purchase
Rights (the "Rights") contained in the Company's Registration
Statement on Form 8-A as filed with the Commission on August
12, 1997;
2
<PAGE>
(iv) the Company's Proxy Statement dated April 3, 1998 concerning
the Company's Annual Meeting of Stockholders to be held April
30, 1998; and
(v) 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 of
the Securities.
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 Secretary, Barrett Resources
Corporation, 1515 Arapahoe Street, Tower 3, Suite 1000, Denver, Colorado 80202,
(303) 572-3900.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. All statements other than statements of historical facts included or
incorporated in this Prospectus, including without limitation statements
regarding the Company's financial position, reserve quantities and net present
values, business strategy, plans and objectives of management of the Company for
future operations, capital expenditures, and covenant compliance, are forward-
looking statements. Although the Company believes that the expectations
reflected in the forward-looking statements and the assumptions upon which such
forward-looking statements are based are reasonable, it can give no assurance
that such expectations and assumptions will prove to have been correct. Reserve
estimates are generally different from the quantities of oil and natural gas
that are ultimately recovered. Additional important factors that could cause
actual results to differ materially from the Company's expectations ("Cautionary
Statements") are disclosed in this Prospectus and the documents incorporated in
this Prospectus. All written and oral forward-looking statements attributable
to the Company or persons acting on its behalf subsequent to the date of this
Prospectus are expressly qualified in their entirety by the Cautionary
Statements.
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".
3
<PAGE>
THE COMPANY
The Company is an independent natural gas and crude oil exploration
and production company with core areas of activity in the Rocky Mountain Region
of Colorado, Wyoming and Utah; the Mid-Continent Region of Kansas, Oklahoma, New
Mexico and Texas; and the Gulf of Mexico Region of offshore Texas and Louisiana.
The Company also owns interests in and operates a natural gas gathering system,
a 27-mile pipeline and a natural gas processing plant in the Piceance Basin in
northwestern Colorado. The Company currently is pursuing development projects
in the Wind River Basin in Wyoming, the Piceance Basin, the Anadarko and Arkoma
Basins in Oklahoma and the Uinta Basin of Utah, and exploration projects in the
Wind River and Anadarko Basins, the Gulf of Mexico and the Republic of Peru. At
December 31, 1997, the Company's estimated proved reserves were 963.2 Bcfe (88%
natural gas and 12% crude oil) with an implied reserve life of 10.7 years based
on 1997 total production of 89.9 Bcfe.
The Company's executive offices are located at 1515 Arapahoe Street,
Tower 3, Suite 1000, Denver, Colorado 80202, and its telephone number is (303)
572-3900. The Company maintains additional exploration offices in Tulsa,
Oklahoma and Houston, Texas.
OFFERING BY SELLING STOCKHOLDERS
The Selling Stockholders are selling an aggregate of 260,917 Shares of
Barrett's Common Stock at prices obtainable on the NYSE or as otherwise
negotiated. Each of the Selling Stockholders informed Barrett that he or she
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 Stockholders beneficially owned 260,917 shares, or less
than one percent, of Barrett's outstanding Common Stock. If the Selling
Stockholders sells all the Shares offered hereby, the Selling Stockholders will
not own any shares 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.
RISK FACTORS
Prospective investors should carefully consider, together with the
other information 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
dependent in part upon prevailing prices for natural gas and oil, which can be
extremely volatile. 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 natural gas gathering systems,
4
<PAGE>
pipelines and processing facilities. Federal and state regulation of natural 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. For the
year ended December 31, 1997, the Company's production and reserve base were
approximately 85% and 88% 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
natural gas and oil production through a variety of financial arrangements
designed to protect against price declines, including swaps. 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. Risks related to
hedging activities include the risk that counterparties to hedge transactions
will default on obligations to the Company. The Company maintains a Risk
Management Committee to oversee its production hedging and trading activities.
The Company reports its operations using the full cost method of
accounting for natural gas and oil properties. Under full cost accounting
rules, the net capitalized costs of natural 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 natural 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 natural gas
and oil properties increases when natural 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 natural gas and oil exploration,
production, development and transportation with other companies, many of which
may have substantially greater financial and other resources. The nature of the
natural 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, and damage or loss
from adverse weather and seas, the occurrence of any of which could result in
losses to the Company. The operation of the Company's natural gas processing
plant and its natural 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 of
Mexico activities due to the difficulty of containing leaks and ruptures in
offshore locations as well as hazards inherent in marine operations, such as
capsizing, grounding, collision and damage from weather or sea conditions or
unsound location. 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 occurrence of a significant event
that is not fully insured could have a material adverse effect on the Company's
financial position. International operations are subject to certain risks,
including expropriation of assets, governmental changes in applicable law,
policies and contract terms, foreign government approvals, political
instability, guerilla activity, payment delays, and currency exchange and
repatriation losses.
The Company's revenues depend on its level of success in acquiring or
finding additional reserves. Certain areas in which the Company is engaged in,
or planning, significant exploration and development activities are experiencing
increased activity by other companies. This may result in shortages of, or
delays
5
<PAGE>
in the availability of, drilling rigs and other equipment and increased costs as
more users pursue available rigs. 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.
Natural gas trading activities involve a high degree of risk because
of the inherent uncertainties associated with the natural gas trading process.
These uncertainties include the lack of predictability in natural gas prices,
risk of non-performance by counterparties, 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 natural gas trading activities.
In addition, natural 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
This Prospectus contains estimates of reserves and of future net
revenues which have been prepared by the Company and, have been 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 natural 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 natural gas and oil 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. Many
jurisdictions have at various times imposed limitations on the production of
natural gas and oil by restricting the rate of flow for natural 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.
6
<PAGE>
OFFERING BY SELLING STOCKHOLDERS
The Company is registering the sale of an aggregate of 260,917 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 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.
Each of Edward J. Ackman, Louis C. Bortz, Dr. James S. Dean , William
M. Obering and Gerald M. Quiat was a director and stockholder of Advantage
Resources International, Inc. - Peru ("Advantage--Peru") at the time that
Advantage--Peru became a wholly-owned subsidiary of the Company in March 1998.
In addition, Edward J. Ackman was Chairman of the Board, Dr. James S. Dean was
President, Louis C. Bortz was Vice President and Treasurer and Louise Mae Ackman
was Secretary and a stockholder at that time.
The following table sets forth the name of each Selling Stockholder,
the number of shares of Common Stock owned by each Selling Stockholder before
the offering, the number of shares of Common Stock to be sold by each Selling
Stockholder, the number of shares owned by each Selling Stockholder after the
offering, and the percentage of shares of Common Stock owned after the offering.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Number Of
Shares
Of Common Number Of Percentage
Stock Number Of Shares Of Shares
Owned Before Shares To Owned After Owned After
Name Offering Be Sold Offering Offering
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bradford C. Ackman 54 54 0 0
- ----------------------------------------------------------------------------------------------------
Brian Ackman 54 54 0 0
- ----------------------------------------------------------------------------------------------------
Edward J. Ackman 56,205 56,205 0 0
- ----------------------------------------------------------------------------------------------------
Louise Mae Ackman 11,272 10,772 500 *
- ----------------------------------------------------------------------------------------------------
Louise Mae Ackman,
Custodian for Annarose Bennett 54 54 0 0
- ----------------------------------------------------------------------------------------------------
Louise Mae Ackman,
Custodian for Margo Bennett 54 54 0 0
- ----------------------------------------------------------------------------------------------------
Ronald A. Bookman 549 549 0 0
- ----------------------------------------------------------------------------------------------------
Louis C. Bortz 5,726 4,726 1,000 *
- ----------------------------------------------------------------------------------------------------
Dr. James S. Dean 31,253 31,253 0 0
- ----------------------------------------------------------------------------------------------------
Lewis W. Douglas, Jr. 28,414 28,414 0 0
- ----------------------------------------------------------------------------------------------------
Lewis W. Douglas, III 329 329 0 0
- ----------------------------------------------------------------------------------------------------
Peggy Jessee Leonard 329 329 0 0
- ----------------------------------------------------------------------------------------------------
Amanda M. Obering 293 293 0 0
- ----------------------------------------------------------------------------------------------------
John L. Obering 293 293 0 0
- ----------------------------------------------------------------------------------------------------
Julie T. Obering, 0 0
- ----------------------------------------------------------------------------------------------------
Custodian for
Camille V. Obering 293 293
- ----------------------------------------------------------------------------------------------------
William M. Obering 69,670 69,670 0 0
- ----------------------------------------------------------------------------------------------------
Donald F. Pierini 787 787 0 0
- ----------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Daniel P. Quiat 2,900 2,802 98 *
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Daniel P. Quiat,
Trustee of the
Audrey R. Quiat Trust 861 861 0 0
- ----------------------------------------------------------------------------------------------------
Gerald M. Quiat 25,017 24,017 1,000 *
- ----------------------------------------------------------------------------------------------------
James M. Quiat 861 861 0 0
- ----------------------------------------------------------------------------------------------------
Leonard E. Quiat 1,061 861 200 *
- ----------------------------------------------------------------------------------------------------
Melinda Quiat 861 861 0 0
- ----------------------------------------------------------------------------------------------------
Roberta N. Quiat 20,756 20,756 0 0
- ----------------------------------------------------------------------------------------------------
Roberta N. Quiat,
Trustee of the
Ilana L. Quiat Trust 861 861 0 0
- ----------------------------------------------------------------------------------------------------
Richard Spalding,
Custodian for
Justin Stanley Douglas 329 329 0 0
- ----------------------------------------------------------------------------------------------------
Justin A. Stanley, Jr. and
Harlan Stanley 328 128 200 *
- ----------------------------------------------------------------------------------------------------
Byron Wells 4,451 4,451 0 0
- ----------------------------------------------------------------------------------------------------
TOTALS 263,817 260,917 2,900 *
- ----------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------
* Less than 1% of the Common Stock outstanding.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K of the Company for the year ended December 31,
1997 have been so incorporated in reliance on the report of Arthur Andersen LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The estimates of the proved reserves of the Company as of each of
December 31, 1997 and December 31, 1996, incorporated by reference in this
Registration Statement, are based upon a reserve report prepared by the Company
and audited by Ryder Scott Company and are incorporated by reference herein upon
the authority of that firm as experts in petroleum engineering. The estimates
of proved reserves of the Company as of December 31, 1995, incorporated by
reference in this Registration Statement, are based upon a reserve report
prepared by the Company. Certain portions of this reserve report, exclusive of
the reserves held by the Company's Plains Petroleum Company subsidiary, were
reviewed by Ryder Scott Company, and the other portions, which are held by the
Company's Plains subsidiary, were reviewed by Netherland, Sewell & Associates,
Inc., and are incorporated by reference herein upon the authority of each of
those firms as experts in petroleum engineering.
8
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER
THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
--------------------
TABLE OF CONTENTS
PAGE
----
Available Information 6
Incorporation Of Certain Documents By Reference 6
Disclosure Regarding Forward-Looking Statements 7
Prospectus Summary 7
Offering By Selling Stockholders 8
Risk Factors 8
The Company 8
Experts 11
9
<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............................................ $ 2,781
NYSE Additional Listing Fee................................. $ 14,750
Printing and Engraving Expenses*............................ $ 2,000
Accounting Fees and Expenses*............................... $ 2,000
Legal Fees and Expenses*.................................... $ 5,000
Blue Sky Fees and Expenses*................................. $ 500
Registrar and Transfer Agent Fees*.......................... $ 500
Miscellaneous*.............................................. $ 2,469
------
Total*:................................. $ 30,000
======
- -----------------------
*Estimated
Item 15. Indemnification Of Directors And Officers.
- ---------------------------------------------------
Section 145 of the Delaware General Corporation Law ("DGCL"), inter
alia, empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such persons against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
any such threatened, pending or completed action or suit if such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only
as authorized in each specific case upon a determination by the stockholders or
disinterested directors or by independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the applicable
standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145. The Company
maintains policies insuring its and its subsidiaries officers and directors
against certain liabilities for actions taken in such capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act"),
and certain matters for which the Company may not provide indemnification, such
as Stockholder derivative suits.
II-1
<PAGE>
Article VI of the Bylaws of the Company provides for indemnification
of the directors and officers of the Company to the full extent permitted by
law, as now in effect or later amended. In addition, the Bylaws provide for
indemnification against expenses incurred by a director or officer to be paid by
the Company at reasonable intervals in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it shall be ultimately determined
that he is not entitled to be indemnified by the Company. The Bylaws further
provide for a contractual cause of action on the part of directors and officers
of the Company for indemnification claims that have not been paid by the
Company.
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
following:
"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.
The Company also maintains directors and officers insurance that
provides protection for directors and officers of the Company against personal
liability for wrongful acts, including protection for certain matters for which
the Company may not provide indemnification, such as stockholder derivative
actions.
Item 16. Exhibits And Financial Statement Schedules.
- ----------------------------------------------------
5 Opinion of legal counsel regarding legality of securities being
registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of legal counsel (included in Exhibit 5).
23.3 Consent of Ryder Scott Company.
II-2
<PAGE>
23.4 Consent of Netherland, Sewell & Associates, Inc.
24 Power of attorney (included in Part II of the Registration
Statement).
Item 17. Undertakings.
- ----------------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) 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.
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in the periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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 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>
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
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.
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 to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act ("Act") in accordance
with the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Act.
II-4
<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 Denver, State of Colorado, on the 29th day of April,
1998.
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 appearing below to
this Registration Statement, hereby constitute and appoint William J. Barrett or
John F. Keller, 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 Officer, Chairman April 29, 1998
- ---------------------- Of The Board, and Director
William J. Barrett (Principal Executive Officer)
/s/ A. Ralph Reed President, Chief Operating April 29, 1998
- ---------------------- Officer, and Director
A. Ralph Reed
/s/ John F. Keller
- ---------------------- Executive Vice President, Chief April 29, 1998
John F. Keller Financial Officer, and Director
(Principal Financial and
Accounting Officer)
II-5
<PAGE>
/s/ C. Robert Buford Director April 29, 1998
- ----------------------------
C. Robert Buford
/s/ Derrill Cody Director April 29, 1998
- ----------------------------
Derrill Cody
/s/ James M. Fitzgibbons Director April 29, 1998
- ----------------------------
James M. Fitzgibbons
/s/ William W. Grant, III Director April 29, 1998
- ----------------------------
William W. Grant, III
Director April __, 1998
- ----------------------------
Paul M. Rady
/s/ James T. Rodgers Director April 29, 1998
- ----------------------------
James T. Rodgers
/s/ Philippe S.E. Schreiber Director April 29, 1998
- ----------------------------
Philippe S.E. Schreiber
/s/ Harry S. Welch Director April 29, 1998
- ----------------------------
Harry S. Welch
II-6
<PAGE>
EXHIBIT 5
April 30, 1998
Barrett Resources Corporation
1515 Arapahoe Street
Tower 3, Suite 1000
Denver, Colorado 80202
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 260,917 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 260,917 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 (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>
EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the use of our
report dated March 9, 1998 in this Registration Statement (Form S-3) and related
Prospectus of Barrett Resources Corporation for the registration of 260,917
shares of 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 statement schedules of Barrett Resources
Corporation for the years ended December 31, 1997, 1996 and 1995 included in the
Annual Report (Form 10-K) for 1997 incorporated by reference.
ARTHUR ANDERSEN LLP
Denver, Colorado
April 30, 1998
<PAGE>
EXHIBIT 23.3
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 the Registration
Statement (Form S-3) and related prospectus of Barrett Resources Corporation
dated April 30, 1998.
Very truly yours,
/s/ Ryder Scott Company Petroleum Engineers
RYDER SCOTT COMPANY PETROLEUM ENGINEERS
<PAGE>
EXHIBIT 23.4
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 the
Registration Statement (Form S-3) and related prospectus of Barrett Resources
Corporation dated April 30, 1998 and to all references to our Firm included in
this Registration Statement.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ Federic Sewell
---------------------------------
Dallas, Texas
April 30, 1998
