==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 5 - Final Amendment)*
BARRETT RESOURCES CORPORATION
(Name of Subject Company (Issuer))
RESOURCES ACQUISITION CORP.
a wholly owned subsidiary of
THE WILLIAMS COMPANIES, INC.
(Names of Filing Persons (Offerors))
------------------
Common Stock, Par Value $.01 Per Share
(Including the associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
------------------
068480201
(CUSIP Number of Class of Securities)
William G. von Glahn, Esq.
Senior Vice President and General Counsel
The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172
Telephone: (918) 573-2000
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
With a copy to:
Morris J. Kramer, Esq.
Richard J. Grossman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Telephone: 212-735-3000
CALCULATION OF FILING FEE
==============================================================================
Transaction Valuation* Amount of Filing Fee**
$1,221,326,646 $244,265
______________________________________________________________________________
* Estimated for purposes of calculating the amount of the filing fee
only. The amount assumes the purchase of a total of 16,730,502 shares
of the outstanding Common Stock, par value $0.01 per share, at a price
per Share of $73.00 in cash. The amount of the filing fee calculated
in accordance with Rule 0-11 of the Securities Exchange Act of 1934,
as amended, equals 1/50 of 1% of the transaction value.
** The filing fee was paid on May 14, 2001.
[_] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number or the Form or Schedule and the date of its
filing.
Amount Previously Paid: None Filing party: N/A
Form or Registration No.: N/A Date Filed: N/A
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [X]
* This final amendment also constitutes the initial filing of the
Schedule 13D of the Filing Persons with respect to the Securities of the
Subject Company purchased by the Filing Persons in the Offer. The
information contained herein and in the Tender Offer Statement on Schedule TO,
as amended, is incorporated by reference for purposes of the initial filing of
the Schedule 13D.
==============================================================================
SCHEDULE 13D
CUSIP No. 068480201
-----------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) -
The Williams Companies, Inc.
IRS Id. No: 73-0569878
-------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
-----------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------
4. SOURCE OF FUNDS*
BK
-----------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
-----------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 16,730,502
EACH _________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH _________________________________________
10. SHARED DISPOSITIVE POWER
16,730,502
-----------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,730,502
-----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.0%(1)
-------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
------------------------
(1) Based on the 33,461,004 shares issued and outstanding as of the
close of business on May 3, 2001.
SCHEDULE 13D
CUSIP No. 068480201
-----------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Resources Acquisition Corp.
IRS Id. No: 73-1613076
-------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
-------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
-------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
-------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 16,730,502
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
16,730,502
-------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,730,502
-------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.0%(1)
-------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
----------------
(1) Based on the 33,461,004 shares issued and outstanding as of the
close of business on May 3, 2001.
This Amendment No. 5 is the final amendment to the Tender Offer
Statement on Schedule TO (the "Schedule TO"), filed initially with the
Securities and Exchange Commission on May 14, 2001, relating to the offer
by Resources Acquisition Corp. ("Purchaser"), a Delaware corporation and a
wholly-owned subsidiary of The Williams Companies, Inc., a Delaware
corporation ("Williams"), to purchase 16,730,502 shares of the common
stock, par value $0.01 per share (including the associated preferred stock
purchase rights, the "Shares") of Barrett Resources Corporation, a Delaware
corporation ("Barrett Resources"), at $73.00 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase and the accompanying Letter of Transmittal, each dated
May 14, 2001, of Purchaser previously filed as exhibits (a)(1) and (a)(2),
respectively, to the Schedule TO.
Item 8. Interest in Securities of the Subject Company.
Item 8 of the Schedule TO, which incorporates by reference certain
information contained in the Offer to Purchase, is hereby amended and
supplemented as follows:
A total of 30,004,303 Shares were validly tendered and not
withdrawn in the Offer, including Shares for which certificates were
delivered to the Depositary pursuant to the Offer's guaranteed delivery
procedure. Purchaser previously accepted for payment 16,730,502 Shares on
June 12, 2001. In accordance with the terms of the Offer, Williams has been
informed by the Depositary that the final proration factor for the Offer is
55.76%. Following purchase of the Shares, Purchaser is the record owner of
approximately 50% of the outstanding Shares.
On June 15, 2001, Williams issued a press release announcing the
final results and proration factor for the Offer, a copy of which is filed
as Exhibit (a)(13) to this Amendment No. 5 and is incorporated herein by
reference.
Item 11. Additional Information.
Item 11 of the Schedule TO, which incorporates by reference
certain information contained in the Offer to Purchase, is hereby amended
and supplemented as follows:
On June 15, 2001, Williams issued the press release
included as Exhibit (a)(13) hereto. The information set forth in the press
release is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by
including the following information:
(a)(13) Press Release issued by Williams on June 15, 2001.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
RESOURCES ACQUISITION CORP.
By: /s/ Ralph A. Hill
-----------------------------------
Name: Ralph A. Hill
Title: Senior Vice President
THE WILLIAMS COMPANIES, INC.
By: /s/ Keith E. Bailey
-----------------------------------
Name: Keith E. Bailey
Title: Chairman, President and
Chief Executive Officer
Dated: June 15, 2001
EXHIBIT INDEX
-------------
Exhibit
No. Description
(a)(13) Press Release issued by Williams on June 15, 2001