Shell Oil Raises Offer for Barrett Resources to $60 Per Share

Apr 26, 2001, 01:00 ET from Shell Oil Company

    HOUSTON, April 26 /PRNewswire/ -- Shell Oil Company (Shell) announced
 today that it has raised its fully funded cash offer for all outstanding
 shares of Barrett Resources Corporation (NYSE:   BRR) common stock to $60 per
 share from $55 per share.  Shell disclosed this initiative in the following
 letter sent today to the Board of Directors of Barrett Resources from Walter
 van de Vijver, president and CEO of Shell Exploration & Production Company,
 the exploration and production arm of Shell Oil Company.
                                      ***
 
                                                          April 26, 2001
 
      Board of Directors
      Barrett Resources Corporation
      1515 Arapahoe Street
      Tower 3, Suite 1000
      Denver, CO 90202
 
      Attention:  Peter A. Dea, Chairman and Chief Executive Officer
 
      Dear Peter:
 
     After speaking to you last week, I am once again disappointed by your
 refusal to meet to discuss our tender offer.  Your continued unwillingness to
 meet with Shell is difficult to understand, especially in light of my personal
 confirmation to you that Shell was ready to discuss increasing its offer price
 for Barrett shares.  Your repeated insistence that Shell join your "process"
 before the Barrett Board will even receive our higher bid seems inappropriate.
 At the end of the day, if Shell is the highest bidder for Barrett, whether or
 not Shell visited your data room is irrelevant to your shareholders.
 Accordingly, the Barrett Board should consider our bid on an equal basis with
 any others.
     We have heard that you have established an early May bid date for those
 parties who have visited your data room.  To ensure our offer is fairly
 considered in your evaluation, today Shell is increasing the price in our
 tender offer for all Barrett shares to $60.00 per share in cash.  This
 increased price represents a 36% premium over Barrett's trading levels
 immediately before we first announced our offer in early March.  We are also
 extending our tender offer until May 9, 2001.  By that time, your search for
 strategic alternatives will have spanned more than two months, which is ample
 time for you and your advisors to have fully canvassed the market and
 considered other bids, if any, that may come out of your auction process.
     In addition, in the interests of maximizing Barrett shareholder value, we
 continue to urge you not to enter into a merger agreement that includes break
 up fees for any bidder.  If at the end of the auction there is another party
 willing to pay more than Shell, so be it, but the Barrett Board should not
 take money that a bidder is willing to pay for Barrett away from its
 shareholders.  Money paid to acquire Barrett belongs to the Barrett
 shareholders, not to the participants in the auction process.
     Once again, we regret having to communicate our offer in such a public
 forum.  We continue to see Barrett and its employees as the cornerstone of
 Shell's growth plans in the Rockies.  As your auction process comes to an end,
 my team and I look forward to working with you to complete a transaction.
 
 
                                    Very truly yours,
 
 
 
                                    Walter van de Vijver
 
 
                                      ***
 
     Additionally, Shell announced today that it intends to mail written
 consent materials to Barrett shareholders shortly.  The purpose of these
 materials is to allow shareholders to remove and replace their existing Board
 of Directors outside a scheduled meeting, should it become necessary.  Only
 shareholders of record on April 19, 2001, a date established by Barrett on
 April 9, 2001, at Shell's request, will receive these materials.
     Shell also announced today that in consideration of its revised offer, it
 will be extending its tender offer for all outstanding shares of Barrett
 Resources Corporation to 12:00 midnight EDT on May 9, 2001.  As of the close
 of the market on April 25, 2001, 103,644 shares of Barrett stock had been
 tendered into Shell's offer.
     Shell Oil Company is a wholly-owned member of the Royal Dutch/Shell Group
 (NYSE:   RD, SC).
     Shell Oil Company has filed a preliminary consent statement and other
 solicitation materials with the SEC relating to Shell Oil Company's
 solicitation of written consents from the shareholders of Barrett Resources
 Corporation.  Investors and security holders are strongly advised to read the
 definitive consent statement, when available, because it will contain
 important information.  The definitive consent statement will be filed by
 Shell Oil Company with the SEC.  Investors and security holders can obtain a
 free copy of the consent statement (when available) and other relevant
 documents on the SEC's Web site.
     In addition, the identity of people who, under SEC rules, may be
 considered "participants in the solicitation" of Barrett shareholders and
 their holdings of Barrett common stock are contained in Shell Oil Company's
 preliminary consent statement filed with the SEC under Regulation 14A.
     This press release contains forward-looking statements that are based on
 Shell Oil Company's current expectations, estimates and projections.  Words
 such as "expects," "anticipates," "forecasts," "intends," "plans," "believes,"
 "projects," and "estimates," and variations of such words and similar
 expressions are intended to identify such forward-looking statements.
     These statements are not guarantees of future performance and involve
 risks and uncertainties and are based on a number of assumptions that could
 ultimately prove inaccurate and, therefore, there can be no assurance that
 they will prove to be accurate.
     Actual results and outcomes may vary materially from what is expressed or
 forecast in such statements.  Among the factors that could cause actual
 results to differ materially are changes in natural gas prices, changes in
 competitive or economic conditions affecting supply and demand for gas,
 pending or future litigation, changes in current laws and regulations, and
 general domestic and international economic and political conditions.  Shell
 Oil Company undertakes no obligation to update publicly any forward-looking
 statements, whether as a result of new information, future events or
 otherwise.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X36577456
 
 

SOURCE Shell Oil Company
    HOUSTON, April 26 /PRNewswire/ -- Shell Oil Company (Shell) announced
 today that it has raised its fully funded cash offer for all outstanding
 shares of Barrett Resources Corporation (NYSE:   BRR) common stock to $60 per
 share from $55 per share.  Shell disclosed this initiative in the following
 letter sent today to the Board of Directors of Barrett Resources from Walter
 van de Vijver, president and CEO of Shell Exploration & Production Company,
 the exploration and production arm of Shell Oil Company.
                                      ***
 
                                                          April 26, 2001
 
      Board of Directors
      Barrett Resources Corporation
      1515 Arapahoe Street
      Tower 3, Suite 1000
      Denver, CO 90202
 
      Attention:  Peter A. Dea, Chairman and Chief Executive Officer
 
      Dear Peter:
 
     After speaking to you last week, I am once again disappointed by your
 refusal to meet to discuss our tender offer.  Your continued unwillingness to
 meet with Shell is difficult to understand, especially in light of my personal
 confirmation to you that Shell was ready to discuss increasing its offer price
 for Barrett shares.  Your repeated insistence that Shell join your "process"
 before the Barrett Board will even receive our higher bid seems inappropriate.
 At the end of the day, if Shell is the highest bidder for Barrett, whether or
 not Shell visited your data room is irrelevant to your shareholders.
 Accordingly, the Barrett Board should consider our bid on an equal basis with
 any others.
     We have heard that you have established an early May bid date for those
 parties who have visited your data room.  To ensure our offer is fairly
 considered in your evaluation, today Shell is increasing the price in our
 tender offer for all Barrett shares to $60.00 per share in cash.  This
 increased price represents a 36% premium over Barrett's trading levels
 immediately before we first announced our offer in early March.  We are also
 extending our tender offer until May 9, 2001.  By that time, your search for
 strategic alternatives will have spanned more than two months, which is ample
 time for you and your advisors to have fully canvassed the market and
 considered other bids, if any, that may come out of your auction process.
     In addition, in the interests of maximizing Barrett shareholder value, we
 continue to urge you not to enter into a merger agreement that includes break
 up fees for any bidder.  If at the end of the auction there is another party
 willing to pay more than Shell, so be it, but the Barrett Board should not
 take money that a bidder is willing to pay for Barrett away from its
 shareholders.  Money paid to acquire Barrett belongs to the Barrett
 shareholders, not to the participants in the auction process.
     Once again, we regret having to communicate our offer in such a public
 forum.  We continue to see Barrett and its employees as the cornerstone of
 Shell's growth plans in the Rockies.  As your auction process comes to an end,
 my team and I look forward to working with you to complete a transaction.
 
 
                                    Very truly yours,
 
 
 
                                    Walter van de Vijver
 
 
                                      ***
 
     Additionally, Shell announced today that it intends to mail written
 consent materials to Barrett shareholders shortly.  The purpose of these
 materials is to allow shareholders to remove and replace their existing Board
 of Directors outside a scheduled meeting, should it become necessary.  Only
 shareholders of record on April 19, 2001, a date established by Barrett on
 April 9, 2001, at Shell's request, will receive these materials.
     Shell also announced today that in consideration of its revised offer, it
 will be extending its tender offer for all outstanding shares of Barrett
 Resources Corporation to 12:00 midnight EDT on May 9, 2001.  As of the close
 of the market on April 25, 2001, 103,644 shares of Barrett stock had been
 tendered into Shell's offer.
     Shell Oil Company is a wholly-owned member of the Royal Dutch/Shell Group
 (NYSE:   RD, SC).
     Shell Oil Company has filed a preliminary consent statement and other
 solicitation materials with the SEC relating to Shell Oil Company's
 solicitation of written consents from the shareholders of Barrett Resources
 Corporation.  Investors and security holders are strongly advised to read the
 definitive consent statement, when available, because it will contain
 important information.  The definitive consent statement will be filed by
 Shell Oil Company with the SEC.  Investors and security holders can obtain a
 free copy of the consent statement (when available) and other relevant
 documents on the SEC's Web site.
     In addition, the identity of people who, under SEC rules, may be
 considered "participants in the solicitation" of Barrett shareholders and
 their holdings of Barrett common stock are contained in Shell Oil Company's
 preliminary consent statement filed with the SEC under Regulation 14A.
     This press release contains forward-looking statements that are based on
 Shell Oil Company's current expectations, estimates and projections.  Words
 such as "expects," "anticipates," "forecasts," "intends," "plans," "believes,"
 "projects," and "estimates," and variations of such words and similar
 expressions are intended to identify such forward-looking statements.
     These statements are not guarantees of future performance and involve
 risks and uncertainties and are based on a number of assumptions that could
 ultimately prove inaccurate and, therefore, there can be no assurance that
 they will prove to be accurate.
     Actual results and outcomes may vary materially from what is expressed or
 forecast in such statements.  Among the factors that could cause actual
 results to differ materially are changes in natural gas prices, changes in
 competitive or economic conditions affecting supply and demand for gas,
 pending or future litigation, changes in current laws and regulations, and
 general domestic and international economic and political conditions.  Shell
 Oil Company undertakes no obligation to update publicly any forward-looking
 statements, whether as a result of new information, future events or
 otherwise.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X36577456
 
 SOURCE  Shell Oil Company

RELATED LINKS

http://www.shellus.com