<PAGE>
As filed with the Securities And Exchange Commission on August 24, 1999
Registration No. __________
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
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(State or Other Jurisdiction of Incorporation or Organization)
84-0832476
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(I.R.S. Employer Identification No.)
1515 Arapahoe Street, Tower 3, Suite 1000
Denver, Colorado 80202
(303) 572-3900
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Eugene A. Lang, Jr., Esq., Executive 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, Esq.
Francis B. Barron, Esq.
Patton Boggs LLP
1660 Lincoln Street, Suite 1900
Denver, Colorado 80264
(303) 830-1776
---------------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after effective date of this 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
<TABLE>
<CAPTION>
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Title of each
class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered share price registration fee
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 150,000 $36.3125 (1) $5,446,875 $1,514
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 based upon the average of the high and low sales
prices of the Company's Common Stock as reported on the New York Stock
Exchange on August 17, 1999, which is within five business days of the
date of filing (August 24, 1999).
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>
The information in this prospectus is not complete and may be changed. The
selling stockholder may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
PRELIMINARY PROSPECTUS DATED AUGUST 24, 1999
SUBJECT TO COMPLETION
SELLING STOCKHOLDER
PROSPECTUS
BARRETT RESOURCES CORPORATION
150,000 Shares Of Common Stock
This Prospectus relates to the transfer of up to 150,000 shares of Common
Stock of Barrett Resources Corporation by the selling stockholder identified in
this prospectus. The Company will not receive any of the proceeds from the sale
of these shares. These shares were issued to the selling stockholder in exchange
for the selling stockholder's interest in a limited liability company.
The selling stockholder has not entered into any underwriting arrangements.
The prices at which the selling stockholder sells the Common Stock may be the
market prices prevailing at the time of transfer, prices related to the
prevailing market prices, or negotiated prices. Brokerage fees or commissions
may be paid by the selling stockholder in connection with sales of the Common
Stock. The selling stockholder may transfer some or all of the Common Stock in
exchange for consideration other than cash, or for no consideration, in the
selling stockholder's sole discretion. This prospectus may be used by the
selling stockholder to transfer the Common Stock to affiliates of the selling
stockholder.
The Common Stock is listed on the New York Stock Exchange under the symbol
"BRR". On August 17, 1999, the closing sale price of the Common Stock was
$35.875 per share.
Investing in the Common Stock involves certain risks. See the "RISK
FACTORS" section beginning on page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is August ___, 1999
<PAGE>
PROSPECTUS SUMMARY
The following summary highlights information contained in this prospectus.
It may not be complete and may not contain all the information that you should
consider before investing in the Common Stock. You should read this entire
prospectus carefully, including the "RISK FACTORS" section.
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. See "THE COMPANY".
The Offering The selling stockholder may sell a total of 150,000
shares of Common Stock. The shares were issued to
the selling stockholder in exchange for the selling
stockholder's interest in a limited liability
company.
The Common Stock may be sold at market prices or
other negotiated prices. In addition, the selling
stockholder may, in its sole discretion, transfer
the Common Stock in exchange for consideration other
than cash or for no consideration. The selling
stockholder has not entered into any underwriting
arrangements for the sale of the shares. The Common
Stock may be transferred to affiliates of the
selling stockholder pursuant to this prospectus.
See, "OFFERING BY SELLING STOCKHOLDER".
The Company will not receive any proceeds from the
sale of Common Stock by the selling stockholder.
Company Offices The Company's offices are located at 1515 Arapahoe
Street, Tower 3, Suite 1000, Denver, Colorado 80202,
telephone number (303) 572-3900.
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RISK FACTORS
THE PURCHASE OF SHARES OF COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
BEFORE PURCHASING COMMON STOCK, YOU SHOULD READ THIS ENTIRE PROSPECTUS AND
CONSIDER THE FOLLOWING FACTORS CONCERNING THE COMPANY IN ADDITION TO THE OTHER
INFORMATION IN THIS PROSPECTUS.
Volatility Of Prices
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. In recent years, oil and gas prices have been depressed by
excess total domestic and imported supplies, and 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.
Hedging Activities
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
the Company 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.
Marketability Of Production
Sales of oil and gas are seasonal in nature, leading to substantial
differences in cash flow at various times throughout the year. The marketability
of the Company's production depends in part upon the availability, proximity and
capacity of natural gas gathering systems, 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 because the Company would
incur expenses without receiving revenues from sales of production. For the year
ended December 31, 1998, the Company's production and reserve base were
approximately 89% and 94% 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.
Accounting Methods
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
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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. Therefore, the Company will be required to write-
down the carrying value of its natural gas and oil properties when natural gas
and oil prices are depressed or unusually volatile. A ceiling limitation write-
down is a then-current period charge to earnings, which does not impact cash
flow from operating activities.
General Risks Of Oil And Gas Operations
The nature of the natural gas and oil business also involves a variety of
risks. These include the risks of operating hazards such as fires, explosions,
cratering, blow-outs, encountering formations with abnormal pressures, damage or
loss from adverse weather and seas, and, in horizontal wellbores, the increased
risk of mechanical failure and collapsed holes. The occurrence of any of these
risks 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.
Competition; Ability To Discover Reserves
The Company competes in the areas of natural gas and oil exploration,
production, development and transportation with other companies. Many of these
competitors may have substantially greater financial and other resources. The
Company's revenues depend on its level of success in acquiring or finding
additional oil and gas reserves in commercial quantities. Certain areas in which
the Company is engaged in, or planning, significant exploration and development
activities are also attracting the interest of other companies. This may result
in shortages of, or delays 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.
Risks Related To Trading Activities
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 other parties to trading agreements, 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
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<PAGE>
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 which 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 by
the engineers. Estimates of future reserves 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. The regulations are subject to
change 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 is involved in a dispute with
the Internal Revenue Service concerning the availability of a tax loss
carryforward. 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.
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 concentrates its activities in core areas in which it has
accumulated detailed geologic knowledge and developed significant management
expertise. The Company continues to build on its interests in the Piceance Basin
in northwestern Colorado, the Wind River Basin in Wyoming, and the Anadarko and
Arkoma Basins in Oklahoma. The Company also has significant interests in the
Hugoton Embayment in Kansas and Oklahoma, the Niobrara play in northeastern
Colorado, the Powder River Basin of northeastern Wyoming, the Gulf of Mexico and
the Uinta Basin of northeastern Utah. At December 31, 1998, these principal
areas of focus represented approximately 96% of the Company's estimated proved
reserves.
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The Company is currently pursuing development projects in the Wind River,
Piceance, Powder River, Anadarko and Arkoma Basins, and exploration projects in
the Wind River and Anadarko Basins and the Gulf of Mexico. The Company's average
net daily production increased to 293 MMcfe for the year ended December 31, 1998
from 247 MMcfe for the year ended December 31, 1997.
As of December 31, 1998, the Company owned an interest in 3,102 wells, of
which 2,378 were producing. Of these producing wells, 1,252 were operated by the
Company. These operated wells contributed approximately 73% of the Company's
natural gas and oil production for the year ended December 31, 1998. 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.
The Company markets all of its own natural gas and oil production from
wells that it operates. In addition, the Company engages in natural gas trading
activities, which involve purchasing natural gas from third parties and selling
natural gas to other parties at prices and volumes that management anticipates
will result in profits to the Company. Through these natural gas trading
activities, the Company obtains knowledge and information that enables it to
more effectively market its own production.
OFFERING BY SELLING STOCKHOLDER
The Company is registering the transfer by the selling stockholder of up to
150,000 shares of Common Stock. The name of the selling stockholder is VECO
Drilling, Inc., a Delaware corporation ("VECO").
VECO owned a one percent limited liability company ownership interest in
Barrett Piceance LLC, a Colorado limited liability company (the "LLC"), and the
Company owned the other 99 percent of the LLC. Pursuant to the operating
agreement for the LLC, VECO had the right to require the Company to purchase all
of VECO's ownership interests in and to the LLC in exchange for 150,000 shares
of the Company's Common Stock. On August 3, 1999, VECO exercised that right and
the Company issued to VECO the 150,000 shares that may be transferred pursuant
to this prospectus.
The Common Stock may be sold by VECO at those prices that it is able to
obtain in the market or as otherwise negotiated. In addition, VECO may transfer
the Common Stock in exchange for consideration other than cash, or for no
consideration, as determined by VECO in its sole discretion. The Company will
not receive any proceeds from the sale of Common Stock by VECO. This prospectus
also may be used by VECO to transfer shares of the Common Stock to affiliates of
VECO.
VECO may pledge its Common Stock and agents, broker/dealers or other
lenders may acquire shares or interests in shares as a pledgee and may, from
time to time, effect distributions of the shares or interests in that capacity.
VECO has informed the Company that it does not have any arrangements or
agreements with any underwriters or broker/dealers to sell the shares, and that
it may contact various broker/dealers to identify prospective purchasers.
Brokerage fees or commissions may be paid by VECO in connection with sales of
the Common Stock.
Immediately prior to the offering pursuant to this prospectus, VECO's
ownership of the Company's Common Stock consisted solely of the 150,000 shares
of Common Stock it acquired from the sale of its interest in the LLC. If VECO
sells all 150,000 shares that may be offered pursuant to this prospectus, it
will not own any shares of Common Stock. Even if VECO does not sell any of the
150,000 shares that may be offered pursuant to this prospectus, VECO will own
less than one percent of the Company's currently outstanding Common Stock.
6
<PAGE>
LEGAL MATTERS
Patton Boggs LLP, Denver, Colorado, has acted as counsel for the Company in
connection with the Registration Statement of which this Prospectus is a part
and has rendered an opinion concerning the validity of the Common Stock
underlying the options covered hereby. Attorneys employed by this law firm
beneficially own approximately 14,500 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, 1998, incorporated by reference in this prospectus and elsewhere in
the registration statement of which this prospectus is a part, have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in auditing and accounting in giving said
reports.
The information incorporated by reference herein regarding the total proved
reserves of the Company was prepared by the Company. A portion was reviewed by
Ryder Scott Company and the remaining portion was reviewed by Netherland, Sewell
& Associates, Inc., as stated in their respective letter reports with respect
thereto. The reserve information included in the Company's Annual Report on Form
10-K is incorporated by reference into this prospectus in reliance upon the
authority of said firms as experts with respect to the matters covered by their
reports and the giving of their reports.
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 or she reasonably
believed to be in or not opposed to the best interests of the Company. The
Company's Certificate Of Incorporation and Bylaws grant 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 circumstances.
Insofar as indemnification for liability arising under the Securities Act
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 Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND
CAUTIONARY STATEMENTS
This prospectus and the documents incorporated into this prospectus by
reference include "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 fact included in or incorporated into this
prospectus regarding the Company's financial position, business strategy, plans
and objectives of management of the Company for future operations and capital
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expenditures are forward-looking statements. Although the Company believes that
the expectations reflected in those forward-looking statements are reasonable,
it can give no assurance that those expectations will prove to have been
correct.
Additional statements concerning important factors that could cause actual
results to differ materially from the Company's expectations ("Cautionary
Statements") are disclosed in this prospectus, including the "RISK FACTORS"
section, and in the documents incorporated into 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.
AVAILABLE INFORMATION
This prospectus constitutes a part of a registration statement on Form S-3
filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"). The registration statement on Form S-3, along with any amendments, are
referred to in this prospectus as the "Registration Statement". This Prospectus
does not contain all the information set forth in the Registration Statement and
exhibits to the Registration Statement, 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, please review the
Registration Statement and to the exhibits and schedules filed with the
Registration Statement. In each instance where a statement contained in this
Prospectus regards the contents of any contract or other document filed as an
exhibit to the Registration Statement, reference is made to the copy of that
contract or other document filed as an exhibit to the Registration Statement,
and those statements are qualified in all respects by this reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and files reports, proxy
statements and other information with the Commission in accordance with the
Exchange Act. These 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, 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. Documents filed electronically by the Company with the
Commission are available at the Commission's World Wide Web site at
http://www.sec.gov. The Commission's World Wide Web site contains reports,
- ------------------
proxy and information statements, and other information regarding issuers that
file electronically with the Commission. Information about the operation of the
Commission's public reference facilities may be obtained by calling the
Commission at 1-800-SEC-0330.
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 Exchange Act
are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the year ended December
31, 1998;
(ii) the Company's Quarterly Reports on Form 10-Q for each of the quarters
ended March 31, 1999 and June 30, 1999;
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(iii) 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, and the preferred stock purchase
rights associated with the Common Stock contained in the Company's
registration statement on Form 8-A as filed with the Commission on
August 11, 1997, as amended by the Company's registration statement
on Form 8-A/A1 as filed with the Commission on March 18, 1999;
(iv) the Company's Proxy Statement dated March 25, 1999 concerning the
Company's Annual Meeting of Stockholders held May 6, 1999;
(v) the Company's Current Report on Form 8-K regarding an event
occurring on August 20, 1999 as filed with the Commission on August
23, 1999; and
(vi) all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange 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.,
Executive Vice President, Barrett Resources Corporation, 1515 Arapahoe Street,
Tower 3, Suite 1000, Denver, Colorado 80202, (303) 572-3900.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
PROSPECTUS SUMMARY..................................................... 2
RISK FACTORS........................................................... 3
THE COMPANY............................................................ 5
OFFERING BY SELLING STOCKHOLDER........................................ 6
LEGAL MATTERS.......................................................... 7
EXPERTS................................................................ 7
SECURITIES AND EXCHANGE
COMMISSION POSITION ON
CERTAIN INDEMNIFICATION............................................... 7
DISCLOSURE REGARDING FORWARD
LOOKING STATEMENTS AND
CAUTIONARY STATEMENTS................................................. 7
AVAILABLE INFORMATION.................................................. 8
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE.......................................................... 8
</TABLE>
BARRETT RESOURCES CORPORATION
150,000 Shares of Common Stock
___________________
SELLING STOCKHOLDER
PROSPECTUS
___________________
_____________, 1999
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance And Distribution.
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The following is an itemization of all expenses (subject to future
contingencies) incurred or to be incurred by the Registrant in connection with
the registration of the securities being offered. The selling stockholder will
not pay any of the following expenses.
Registration Fee $ 1,514
New York Stock Exchange Additional Listing Fee $ 1,500
Printing Expenses* $ 2,000
Accounting Fees and Expenses* $ 2,000
Legal Fees and Expenses* $ 3,000
Registrar and Transfer Agent Fee* $ 500
Miscellaneous* $ 486
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Total $11,000
=======
__________________________________
* Estimated
Item 15. Indemnification Of Directors And Officers.
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The Delaware General Corporation Law provides for indemnification by a
corporation of costs incurred by directors, employees, and agents in connection
with an action, suit, or proceeding brought by reason of their position as a
director, employee, or agent. The person being indemnified must have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.
In addition to the general indemnification section, Delaware law provides
further protection for directors under Section 102(b)(7) of the General
Corporation Law of Delaware. This section was enacted in June 1986 and allows a
Delaware corporation to include in its certificate of incorporation a provision
that eliminates and limits certain personal liability of a director for monetary
damages for certain breaches of the director's fiduciary duty of care, provided
that any such provision does not (in the words of the statute) do any of the
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...."
With regard to employee benefit plans, the Delaware General Corporation Law
provides that a director's conduct for a purpose he reasonably believed to be in
the interest of the participants and beneficiaries of the Plan is conduct
satisfying the subject indemnity provision. A director's conduct for a purpose
that he did not reasonably believe to be in the interest of the participants in
or beneficiaries of the Plan shall be deemed as not satisfying the indemnity
provision.
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
<PAGE>
indemnify its directors to the full extent permitted by the Delaware General
Corporation Law, common law and any other statutory provision.
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.
- ------------------
Number Description
------ -----------
4(a) Specimen Common Stock Certificate is incorporated by reference
from Registrant's Registration Statement on Form S-8 dated March
17, 1995 (Registration No. 33-90450).
5 Opinion of Patton Boggs LLP regarding legality.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Patton Boggs LLP (included in Exhibit 5).
23(c) Consent of Ryder Scott Company.
23(d) Consent of Netherland, Sewell & Associates, Inc.
24 Power of Attorney (included in Part II of Registration Statement)
Item 17. Undertakings.
- ----------------------
(a) 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 of 1933;
(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;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 and are incorporated by reference to the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) 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 plans annual report pursuant to Section 15(d)
of
<PAGE>
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement 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.
(c) Insofar as indemnification for liabilities arising out of 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 liability (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 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.
<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 19th day of August
1999.
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 A. Ralph Reed 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ William J. Barrett Chief Executive Officer, Chairman Of August 19, 1999
- ------------------------------------- The Board, and Director (Principal
William J. Barrett Executive Officer)
/s/ A. Ralph Reed President, Chief Operating Officer, August 19, 1999
- ------------------------------------- and Director
A. Ralph Reed
/s/ John F. Keller Executive Vice President, Chief August 19, 1999
- ------------------------------------- Financial Officer, and Director
John F. Keller (Principal Financial Officer)
/s/ C. Robert Buford Director August 19, 1999
- -------------------------------------
C. Robert Buford
/s/ Derrill Cody Director August 19, 1999
- -------------------------------------
Derrill Cody
/s/ James M. Fitzgibbons Director August 19, 1999
- -------------------------------------
James M. Fitzgibbons
/s/ William W. Grant, III Director August 19, 1999
- -------------------------------------
William W. Grant, III
/s/ James T. Rogers Director August 19, 1999
- -------------------------------------
James T. Rodgers
/s/ Philippe S.E. Schreiber Director August 19, 1999
- -------------------------------------
Philippe S.E. Schreiber
</TABLE>
<PAGE>
Exhibit Index
The following is a complete list of Exhibits filed as part of this
Registration Statement:
Number Description
------ -----------
4(a) Specimen Common Stock Certificate is incorporated by reference
from Registrant's Registration Statement on Form S-8 dated March
17, 1995 (Registration No. 33-90450).
5 Opinion of Patton Boggs LLP regarding legality.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Patton Boggs LLP (included in Exhibit 5).
23(c) Consent of Ryder Scott Company.
23(d) Consent of Netherland, Sewell & Associates, Inc.
24 Power of Attorney (included in Part II of Registration Statement)
<PAGE>
EXHIBIT 5
August 24, 1999
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 on Form S-3 under the Securities Act of
1933, as amended, of 150,000 shares of the Company's $.01 par value common stock
(the "Common Stock").
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 150,000 shares of
Common Stock whose transfer is being registered by the Company will be, if and
when sold and delivered as described in the Company's Registration Statement on
Form S-3 (the "Registration Statement"), legally issued, fully paid and
nonassessable shares of the Company's Common Stock.
We hereby consent to be named in the Registration Statement and in the
prospectus that constitutes a part of the Registration Statement as acting as
counsel in connection with the offering 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/ Patton Boggs LLP
PATTON BOGGS LLP
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our firm included in or made a part of this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
August 23, 1999
<PAGE>
EXHIBIT 23(c)
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 August 24, 1999.
Very truly yours,
/s/ Ryder Scott Company Petroleum Engineers
RYDER SCOTT COMPANY PETROLEUM ENGINEERS
Denver, Colorado
August 24, 1999
<PAGE>
EXHIBIT 23(d)
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 August 24, 1999 and to all references to our Firm included in this
Registration Statement.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ Clarence M. Netherland
-----------------------------------------
Clarence M. Netherland
Chairman
Dallas, Texas
August 23, 1999
