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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
(Final Amendment)
BARRETT RESOURCES CORPORATION
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(Name of Issuer)
Common Stock, Par Value $.01 Per
Share (including the associated preferred
stock purchase rights)
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(Title of Class and Securities)
068480201
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(CUSIP Number)
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
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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 2, 2001
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
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SCHEDULE 13D
CUSIP No. 068480201
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1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The Williams Companies, Inc.
IRS Id. No: 73-0569878
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 33,479,127(1)
EACH -------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------
10. SHARED DISPOSITIVE POWER
33,479,127(1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,479,127(1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
100%(2)
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14. TYPE OF REPORTING PERSON
CO
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(1) As described herein, in the merger of Barrett Resources Corporation
with and into Resources Acquisition Corp., with Resources Acquisition
Corp. surviving, each issued and outstanding share of Barrett
Resources Corporation was cancelled.
2 Based on the 33,479,127 shares issued and outstanding on August 2, 2001.
SCHEDULE 13D
CUSIP No. 068480201
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1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Resources Acquisition Corp.
IRS Id. No: 73-1613076
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 33,479,127(1)
EACH ---------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------
10. SHARED DISPOSITIVE POWER
33,479,127(1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,479,127(1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
100%(2)
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14. TYPE OF REPORTING PERSON
CO
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1 As described herein, in the merger of Barrett Resources Corporation
with and into Resources Acquisition Corp., with Resources Acquisition
Corp. surviving, each issued and outstanding share of Barrett
Resources Corporation was cancelled.
2 Based on the 33,479,127 shares issued and outstanding on August 2, 2001.
The Williams Companies, Inc., a Delaware corporation ("Williams"),
and Resources Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Williams ("Purchaser" and together with Williams, the
"Reporting Persons"), hereby file this Amendment No. 2 (this "Amendment No.
2") to amend and supplement the Statement on Schedule 13D originally filed
on June 15, 2001 by the Reporting Persons (the "Schedule 13D") with respect
to the shares ("Shares") of common stock, par value $.01 per Share
(including the associated preferred stock purchase rights), of Barrett
Resources Corporation, a Delaware corporation ("Barrett Resources"). The
Schedule 13D was originally filed as the Final Amendment to the Schedule TO
of the Reporting Persons with respect to the Shares acquired by Purchaser
in a tender offer completed on June 11, 2001. Capitalized terms used but
not described herein shall have the meanings ascribed thereto in the
Schedule 13D. The Schedule 13D is hereby amended and supplemented by this
Amendment No. 2, which constitutes the Final Amendment to the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER
The response to Item 4 and Items 5(a) and 5(b) of the Schedule 13D
is hereby amended and supplemented to add the following:
On August 2, 2001, pursuant to the Agreement and Plan of Merger,
dated as of May 7, 2001, by and among Williams, Purchaser and Barrett
Resources, Barrett Resources merged with and into Purchaser with Purchaser
as the surviving corporation continuing as a wholly owned subsidiary of
Williams. As of the effective time of the merger (the "Effective Time"),
all issued and outstanding Shares (other than Shares owned by Williams and
Purchaser) were converted into the right to receive 1.767 shares of
Williams common stock (together with the associated preferred stock
purchase rights). The Reporting Persons, the holders of 16,730,502 issued
and outstanding Shares prior to the Effective Time, thus became the owners
of 100% of the issued and outstanding Shares. As a result of the merger,
the Shares have become eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934 and will be
delisted from the New York Stock Exchange. The joint press release issued
by Williams and Barrett Resources on August 2, 2001 announcing the
completion of the merger is filed as Exhibit 99.2 to this Amendment No.2
and is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended by adding the following document as an exhibit:
Exhibit 99.2 Joint Press Release issued by Williams and Barrett Resources
on August 2, 2001.
SIGNATURE
After reasonable 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
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Name: Ralph A. Hill
Title: Senior Vice President
THE WILLIAMS COMPANIES, INC.
By: /s/ Keith E. Bailey
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Name: Keith E. Bailey
Title: Chairman, President and
Chief Executive Officer
Dated: August 2, 2001
INDEX TO EXHIBITS
Exhibit
No. Description
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Exhibit 99.2 Joint Press Release issued by Williams and
Barrett Resources on August 2, 2001.