Barrett Resources Board Rejects Shell's $60 Per Share Offer; Invites Shell to Submit Best and Final Offer

Apr 30, 2001, 01:00 ET from Barrett Resources Corporation

    DENVER, April 30 /PRNewswire/ -- Barrett Resources Corporation (NYSE:   BRR)
 today announced that its Board of Directors, based upon opinions that it
 received from its financial advisors and other factors, unanimously rejected
 as inadequate Shell Oil Company's $60 per share cash tender offer, announced
 on April 26.  Accordingly, the Board recommends that shareholders not tender
 into the Shell offer or grant any written consents Shell may seek.
     In addition, Barrett's Board, in a letter sent today to Walter van de
 Vijver, President and CEO of Shell Exploration & Production Company, responded
 to Shell's request that Barrett's Board "consider [Shell's] bid on an equal
 basis with any others."  Barrett has invited Shell to submit its best and
 final offer for Barrett on May 2, 2001, the date proposals are due for all
 parties involved in Barrett's previously announced process for seeking
 strategic alternatives.  Following is the full text of the letter:
 
      April 30, 2001
 
      Walter van de Vijver
      President and Chief Executive Officer
      Shell Exploration & Production Company
      One Shell Plaza
      Houston, Texas  77252-2463
 
      Dear Walter:
 
      Our Board has reviewed and considered your letter of April 26 and has
      unanimously rejected your revised offer of $60 per share as inadequate.
 
      In response to your request that we "consider [your] bid on an equal
      basis with any others" and also your financial advisors' request that you
      be provided with our agreement drafts, please be advised as follows:
 
      --  You should submit your best and final offer in writing (executed by
          an officer authorized to bind you) by 12:00 noon, Eastern Daylight
          Time on Wednesday, May 2, 2001 to both of the following:
          Ray Strong                     Jon Hughes
          Vice President                 Principal
          Phone:  212-902-1068           Phone:  713-650-3383
          Fax:    212-346-3895           Fax:    713-650-8461
          Goldman, Sachs & Co.           Petrie Parkman & Co.
          85 Broad Street, 19th Floor    600 Travis Street, Suite 7400
          New York, New York  10004      Houston, Texas  77002
 
      --  Your offer must state that it will remain open through 5:00 p.m.,
          Eastern Daylight Time on May 23, 2001, unless rejected by us prior to
          that time.  (Despite this condition, I am hopeful that Barrett will
          reach a final resolution well before that time.)
 
      --  Your offer must include copies of one of the form agreements, which
          are being sent by one of our financial advisors to your financial
          advisors, marked to reflect specific language changes, if any, which
          if incorporated would allow you to execute the agreement.  (We assume
          that in a negotiated transaction, the contract would be far less
          conditional than the terms of your pending tender offer.)
 
      These are the ground rules applicable to all others.  A full set of those
      instructions is enclosed.  As you will see in the attached instructions,
      we reserve the right to modify the terms and conditions of the process if
      our Board determines it would be appropriate and in the best interests of
      our stockholders.
 
      Your assertions about break-up fees are incorrect.  In the event of a
      transaction with a break-up fee, the stockholders would receive the
      benefit of the entire consideration.  Indeed, because we have pursued a
      process with a level playing field and because we are seeking to receive
      best and final proposals from all potential parties on May 2, we believe
      it is appropriate to consider proposals with break-up fees as an
      incentive to the parties to submit their best offers.  Of course, what
      would be an acceptable amount will depend upon price.
 
      If you have any questions, please have your financial advisors call
      either Ray Strong or Jon Hughes.
 
      Very truly yours,
      Peter A. Dea
      Chairman of the Board and
      Chief Executive Officer
 
     In addition to the factors previously considered by the Board, the Board
 considered the following in its decision to reject Shell's revised offer:
 
     --  A review of the Company's updated financial performance and condition
         (including a $108 million reduction in the amount of outstanding bank
         indebtedness since December 31, 2000);
 
     --  The Company's total proved natural gas and oil reserves of
         approximately 2.1 trillion cubic feet of gas equivalent, 96 percent of
         which is natural gas (including the Company's recent announcement of a
         53% increase in proved reserves since December 31, 2000), the
         Company's first quarter 2001 average daily production rate of
         338 million cubic feet of gas equivalent and future prospects;
 
     --  The opinion of Goldman, Sachs, after reviewing with the Board many of
         the factors referred to herein and other financial criteria used in
         assessing an offer, that, as of April 30, 2001, the $60 Shell offer
         price is inadequate to Barrett's stockholders (other than Shell and
         its affiliates);
 
     --  The presentation made by Petrie Parkman to the Board at its meeting on
         April 30, 2001 regarding the $60 Shell offer and its opinion dated
         April 30, 2001, that, as of that date and on the basis of and subject
         to the matters reviewed with the Board, the $60 Shell offer price was
         inadequate from a financial point of view to Barrett's stockholders
         (other than Shell and its affiliates); and
 
     --  The Board's continued belief, after discussion with its financial
         advisors and the Board's evaluation of the progress of the previously
         announced process for seeking strategic alternatives, that there is a
         reasonable likelihood that the process will yield a superior
         transaction.
 
     The full text of the Board's recommendation is contained in Barrett's
 Schedule 14D-9 which will be available on the SEC website at www.sec.gov.
 
     Barrett Resources is a Denver-based independent natural gas and oil
 exploration and production company that is also involved in gas gathering,
 marketing and trading activities.  Barrett's properties are focused primarily
 in the Rocky Mountain region of Colorado, Wyoming and Utah, the Mid-Continent
 area of Kansas, and Oklahoma and the Gulf of Mexico region of offshore Texas
 and Louisiana.  For additional information about Barrett, please visit our Web
 site at www.brr.com.
 
     Forward-Looking Statements
     This press release may contain projections and other forward-looking
 statements within the meaning of Section 21E of the Securities Exchange Act of
 1934, as amended.  Such projections or statements include the Company's
 current views with respect to future events, financial performance, Board
 decisions with respect to modifying the process described herein, and
 expectations of responses by potential qualified parties.  No assurances can
 be given, however, that these events will occur or that such projections will
 be achieved and actual results could differ materially from those projected.
 A discussion of important factors that could cause actual results to differ
 materially from those projected is included in the Company's periodic reports
 filed with the Securities and Exchange Commission.
     IN RESPONSE TO THE AMENDED TENDER OFFER COMMENCED BY SHELL OIL COMPANY
 THROUGH ITS INDIRECT WHOLLY OWNED SUBSIDIARY SRM ACQUISITION COMPANY, BARRETT
 RE

SOURCES CORPORATION WILL FILE WITH THE SEC ITS RECOMMENDATION TO STOCKHOLDERS REGARDING THE TENDER OFFER. IN RESPONSE TO ANY CONSENT SOLICITATION THAT MAY BE COMMENCED BY SHELL AND SRM ACQUISITION, BARRETT WILL FILE WITH THE SEC A CONSENT REVOCATION STATEMENT AND ANY OTHER SOLICITATION MATERIALS THAT MAY BE PREPARED BY BARRETT IN RESPONSE TO SHELL'S CONSENT SOLICITATION. BARRETT HAS FILED WITH THE SEC A PRELIMINARY CONSENT REVOCATION STATEMENT AND OTHER SOLICITATION MATERIALS IN RESPONSE TO A PRELIMINARY CONSENT SOLICITATION STATEMENT FILED BY SHELL WITH THE SEC. INVESTORS ARE STRONGLY ADVISED TO READ ANY DEFINITIVE CONSENT REVOCATION STATEMENT, IF AND WHEN IT IS FILED AND BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. ANY DEFINITIVE CONSENT REVOCATION STATEMENT WOULD BE FILED BY BARRETT WITH THE SEC. STOCKHOLDERS AND INVESTORS WILL BE ABLE TO OBTAIN A FREE COPY OF ANY DEFINITIVE CONSENT REVOCATION STATEMENT (IF AND WHEN FILED AND AVAILABLE) AND OTHER RELEVANT DOCUMENTS ON THE SEC'S WEB SITE AT WWW.SEC.GOV. ANY DEFINITIVE CONSENT REVOCATION STATEMENT AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR FREE BY DIRECTING A REQUEST TO BARRETT RE

SOURCES CORPORATION -- INVESTOR RELATIONS AT (303) 572-3900. CERTAIN INFORMATION REGARDING PERSONS WHO MAY BE DEEMED TO BE PARTICIPANTS IN ADDITION, THE IDENTITY OF PEOPLE WHO, UNDER SEC RULES, MAY BE CONSIDERED PARTICIPANTS IN THE SOLICITATION OF CONSENT REVOCATIONS FROM BARRETT STOCKHOLDERS AND SUCH PERSONS' HOLDINGS OF BARRETT COMMON STOCK ARE CONTAINED IN BARRETT'S PRELIMINARY CONSENT REVOCATION STATEMENT FILED WITH THE SEC UNDER REGULATION 14A. MAKE YOUR OPINION COUNT - Click Here http://tbutton.prnewswire.com/prn/11690X41652984

SOURCE Barrett Resources Corporation
    DENVER, April 30 /PRNewswire/ -- Barrett Resources Corporation (NYSE:   BRR)
 today announced that its Board of Directors, based upon opinions that it
 received from its financial advisors and other factors, unanimously rejected
 as inadequate Shell Oil Company's $60 per share cash tender offer, announced
 on April 26.  Accordingly, the Board recommends that shareholders not tender
 into the Shell offer or grant any written consents Shell may seek.
     In addition, Barrett's Board, in a letter sent today to Walter van de
 Vijver, President and CEO of Shell Exploration & Production Company, responded
 to Shell's request that Barrett's Board "consider [Shell's] bid on an equal
 basis with any others."  Barrett has invited Shell to submit its best and
 final offer for Barrett on May 2, 2001, the date proposals are due for all
 parties involved in Barrett's previously announced process for seeking
 strategic alternatives.  Following is the full text of the letter:
 
      April 30, 2001
 
      Walter van de Vijver
      President and Chief Executive Officer
      Shell Exploration & Production Company
      One Shell Plaza
      Houston, Texas  77252-2463
 
      Dear Walter:
 
      Our Board has reviewed and considered your letter of April 26 and has
      unanimously rejected your revised offer of $60 per share as inadequate.
 
      In response to your request that we "consider [your] bid on an equal
      basis with any others" and also your financial advisors' request that you
      be provided with our agreement drafts, please be advised as follows:
 
      --  You should submit your best and final offer in writing (executed by
          an officer authorized to bind you) by 12:00 noon, Eastern Daylight
          Time on Wednesday, May 2, 2001 to both of the following:
          Ray Strong                     Jon Hughes
          Vice President                 Principal
          Phone:  212-902-1068           Phone:  713-650-3383
          Fax:    212-346-3895           Fax:    713-650-8461
          Goldman, Sachs & Co.           Petrie Parkman & Co.
          85 Broad Street, 19th Floor    600 Travis Street, Suite 7400
          New York, New York  10004      Houston, Texas  77002
 
      --  Your offer must state that it will remain open through 5:00 p.m.,
          Eastern Daylight Time on May 23, 2001, unless rejected by us prior to
          that time.  (Despite this condition, I am hopeful that Barrett will
          reach a final resolution well before that time.)
 
      --  Your offer must include copies of one of the form agreements, which
          are being sent by one of our financial advisors to your financial
          advisors, marked to reflect specific language changes, if any, which
          if incorporated would allow you to execute the agreement.  (We assume
          that in a negotiated transaction, the contract would be far less
          conditional than the terms of your pending tender offer.)
 
      These are the ground rules applicable to all others.  A full set of those
      instructions is enclosed.  As you will see in the attached instructions,
      we reserve the right to modify the terms and conditions of the process if
      our Board determines it would be appropriate and in the best interests of
      our stockholders.
 
      Your assertions about break-up fees are incorrect.  In the event of a
      transaction with a break-up fee, the stockholders would receive the
      benefit of the entire consideration.  Indeed, because we have pursued a
      process with a level playing field and because we are seeking to receive
      best and final proposals from all potential parties on May 2, we believe
      it is appropriate to consider proposals with break-up fees as an
      incentive to the parties to submit their best offers.  Of course, what
      would be an acceptable amount will depend upon price.
 
      If you have any questions, please have your financial advisors call
      either Ray Strong or Jon Hughes.
 
      Very truly yours,
      Peter A. Dea
      Chairman of the Board and
      Chief Executive Officer
 
     In addition to the factors previously considered by the Board, the Board
 considered the following in its decision to reject Shell's revised offer:
 
     --  A review of the Company's updated financial performance and condition
         (including a $108 million reduction in the amount of outstanding bank
         indebtedness since December 31, 2000);
 
     --  The Company's total proved natural gas and oil reserves of
         approximately 2.1 trillion cubic feet of gas equivalent, 96 percent of
         which is natural gas (including the Company's recent announcement of a
         53% increase in proved reserves since December 31, 2000), the
         Company's first quarter 2001 average daily production rate of
         338 million cubic feet of gas equivalent and future prospects;
 
     --  The opinion of Goldman, Sachs, after reviewing with the Board many of
         the factors referred to herein and other financial criteria used in
         assessing an offer, that, as of April 30, 2001, the $60 Shell offer
         price is inadequate to Barrett's stockholders (other than Shell and
         its affiliates);
 
     --  The presentation made by Petrie Parkman to the Board at its meeting on
         April 30, 2001 regarding the $60 Shell offer and its opinion dated
         April 30, 2001, that, as of that date and on the basis of and subject
         to the matters reviewed with the Board, the $60 Shell offer price was
         inadequate from a financial point of view to Barrett's stockholders
         (other than Shell and its affiliates); and
 
     --  The Board's continued belief, after discussion with its financial
         advisors and the Board's evaluation of the progress of the previously
         announced process for seeking strategic alternatives, that there is a
         reasonable likelihood that the process will yield a superior
         transaction.
 
     The full text of the Board's recommendation is contained in Barrett's
 Schedule 14D-9 which will be available on the SEC website at www.sec.gov.
 
     Barrett Resources is a Denver-based independent natural gas and oil
 exploration and production company that is also involved in gas gathering,
 marketing and trading activities.  Barrett's properties are focused primarily
 in the Rocky Mountain region of Colorado, Wyoming and Utah, the Mid-Continent
 area of Kansas, and Oklahoma and the Gulf of Mexico region of offshore Texas
 and Louisiana.  For additional information about Barrett, please visit our Web
 site at www.brr.com.
 
     Forward-Looking Statements
     This press release may contain projections and other forward-looking
 statements within the meaning of Section 21E of the Securities Exchange Act of
 1934, as amended.  Such projections or statements include the Company's
 current views with respect to future events, financial performance, Board
 decisions with respect to modifying the process described herein, and
 expectations of responses by potential qualified parties.  No assurances can
 be given, however, that these events will occur or that such projections will
 be achieved and actual results could differ materially from those projected.
 A discussion of important factors that could cause actual results to differ
 materially from those projected is included in the Company's periodic reports
 filed with the Securities and Exchange Commission.
     IN RESPONSE TO THE AMENDED TENDER OFFER COMMENCED BY SHELL OIL COMPANY
 THROUGH ITS INDIRECT WHOLLY OWNED SUBSIDIARY SRM ACQUISITION COMPANY, BARRETT
 RESOURCES CORPORATION WILL FILE WITH THE SEC ITS RECOMMENDATION TO
 STOCKHOLDERS REGARDING THE TENDER OFFER.
     IN RESPONSE TO ANY CONSENT SOLICITATION THAT MAY BE COMMENCED BY SHELL AND
 SRM ACQUISITION, BARRETT WILL FILE WITH THE SEC A CONSENT REVOCATION STATEMENT
 AND ANY OTHER SOLICITATION MATERIALS THAT MAY BE PREPARED BY BARRETT IN
 RESPONSE TO SHELL'S CONSENT SOLICITATION.  BARRETT HAS FILED WITH THE SEC A
 PRELIMINARY CONSENT REVOCATION STATEMENT AND OTHER SOLICITATION MATERIALS IN
 RESPONSE TO A PRELIMINARY CONSENT SOLICITATION STATEMENT FILED BY SHELL WITH
 THE SEC.  INVESTORS ARE STRONGLY ADVISED TO READ ANY DEFINITIVE CONSENT
 REVOCATION STATEMENT, IF AND WHEN IT IS FILED AND BECOMES AVAILABLE, BECAUSE
 IT WILL CONTAIN IMPORTANT INFORMATION.  ANY DEFINITIVE CONSENT REVOCATION
 STATEMENT WOULD BE FILED BY BARRETT WITH THE SEC.
     STOCKHOLDERS AND INVESTORS WILL BE ABLE TO OBTAIN A FREE COPY OF ANY
 DEFINITIVE CONSENT REVOCATION STATEMENT (IF AND WHEN FILED AND AVAILABLE) AND
 OTHER RELEVANT DOCUMENTS ON THE SEC'S WEB SITE AT WWW.SEC.GOV.  ANY DEFINITIVE
 CONSENT REVOCATION STATEMENT AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR
 FREE BY DIRECTING A REQUEST TO BARRETT RESOURCES CORPORATION -- INVESTOR
 RELATIONS AT (303) 572-3900.
 
                     CERTAIN INFORMATION REGARDING PERSONS
                      WHO MAY BE DEEMED TO BE PARTICIPANTS
 
     IN ADDITION, THE IDENTITY OF PEOPLE WHO, UNDER SEC RULES, MAY BE
 CONSIDERED PARTICIPANTS IN THE SOLICITATION OF CONSENT REVOCATIONS FROM
 BARRETT STOCKHOLDERS AND SUCH PERSONS' HOLDINGS OF BARRETT COMMON STOCK ARE
 CONTAINED IN BARRETT'S PRELIMINARY CONSENT REVOCATION STATEMENT FILED WITH THE
 SEC UNDER REGULATION 14A.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X41652984
 
 SOURCE  Barrett Resources Corporation