UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2010
BJ
SERVICES COMPANY
(Exact name of registrant as specified in charter)
Delaware (State of Incorporation) |
1-10570 (Commission File No.) |
63-0084140 (I.R.S. Employer Identification No.) |
4601 Westway Park Blvd., Houston, Texas (Address of Principal Executive Offices) |
77041 (Zip Code) |
Registrants telephone number, including area code: (713) 462-4239
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. | Other Events. |
On February 3, 2010, BJ Services Company (BJ
Services) and Baker Hughes Incorporated (Baker Hughes) notified the NYSE that they had scheduled special meetings of stockholders on March 19,
2010, at 9:00 a.m. Central Time in connection with the proposed merger of BJ Services with and into
a subsidiary of Baker Hughes. The record date for the special meetings is February 11, 2010.
Information about the matters to be presented to the stockholders for vote at the special meetings
is contained in Baker Hughes Registration Statement on Form S-4 (Registration No. 333-162463).
Additional Information and Where to Find It
In connection with the proposed merger, on October 14, 2009, Baker Hughes filed with the Securities
and Exchange Commission (the SEC) a Registration Statement on Form S-4, which includes a joint
proxy statement of Baker Hughes and BJ Services that also constitutes a prospectus of Baker Hughes
regarding the proposed transaction. On December 21, 2009, Baker Hughes filed with the SEC Amendment
No. 1 to the Registration Statement on Form S-4 for the sole purpose of filing exhibits not
previously filed with no change to the joint proxy statement/prospectus constituting Part I of the
Registration Statement at that time, while on January 26, 2010, Baker Hughes filed with the SEC
Amendment No. 2 to the Registration Statement on Form S-4. INVESTORS AND SECURITY HOLDERS OF BAKER
HUGHES AND BJ SERVICES ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT FILED WITH THE SEC
AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY AMENDMENTS THERETO, AND ANY OTHER
MATERIALS FILED OR TO BE FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME
AVAILABLE, BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION REGARDING BAKER HUGHES, BJ
SERVICES AND THE PROPOSED TRANSACTION. A definitive joint proxy statement/prospectus will be sent
to security holders of Baker Hughes and BJ Services seeking their approval of the proposed
transaction. Investors and security holders may obtain a free copy of the proxy
statement/prospectus and other documents filed by Baker Hughes and BJ Services with the SEC at the
SECs web site at www.sec.gov.
The joint proxy statement/prospectus and such other documents (relating to Baker Hughes) may also
be obtained from Baker Hughes for free from Baker Hughes web site at www.bakerhughes.com/investor
or by directing a request to: Baker Hughes Incorporated, 2929 Allen Parkway, Suite 2100, Houston,
TX 77019, Attention: Corporate Secretary, or by phone at (713) 439-8600. The joint proxy
statement/prospectus and such other documents (relating to BJ Services) may also be obtained from
BJ Services for free from BJ Services web site at www.bjservices.com or by directing a request to:
BJ Services Company, P.O. Box 4442, Houston, Texas 77210-4442, Attention: Investor Relations, or by
phone at (713) 462-4239.
Participants in the Solicitation
Baker Hughes, its directors, executive officers and certain members of management and employees may
be considered participants in the solicitation of proxies from Baker Hughes stockholders in
connection with the proposed transaction. Information regarding such persons and a description of
their interests in the proposed transaction are contained or incorporated by reference in the joint
proxy statement/prospectus filed with the SEC.
BJ Services, its directors, executive officers and certain members of management and employees may
be considered participants in the solicitation of proxies from BJ Services stockholders in
connection with the proposed transaction. Information regarding such persons and a description of
their interests in the proposed transaction are contained or incorporated by reference in the joint
proxy statement/prospectus filed with the SEC.
Forward-Looking Statements
Except for the historical information set forth in this document, the matters discussed in this
document are forward-looking statements that involve certain assumptions and known and unknown
risks, uncertainties and other factors that could cause our actual results to differ materially.
Such forward-looking statements include, but are not limited to, statements about the benefits of
the business combination transaction involving Baker Hughes and BJ Services, including expected
future financial and operating results, anticipated accretion to Baker Hughes earnings per share
arising from the transaction, the expected amount and timing of cost savings and operating
synergies, whether and
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when the transactions contemplated by the merger agreement will be consummated, the new combined
companys plans and other expectations, objectives, intentions and other statements that are not
historical facts.
The following additional factors, among others, could cause actual results to differ from those set
forth in the forward-looking statements: the ability to obtain regulatory approvals for the
transaction and the approval of the merger agreement by the stockholders of both parties; the risk
that the cost savings and any other synergies from the transaction may not be realized or take
longer to realize than expected; disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; the ability to successfully
integrate the businesses; unexpected costs or unexpected liabilities that may arise from the
transaction, whether or not consummated; the inability to retain key personnel; continuation or
deterioration of current market conditions; the outcome of pending litigation; future regulatory or
legislative actions that could adversely affect the companies; and the business plans of the
customers of the respective parties. Additional factors that may affect future results are
contained in Baker Hughes and BJ Services filings with the SEC, which are available at the SECs
web site at www.sec.gov. Except as required by law, neither Baker Hughes nor BJ Services intends to
update or revise statements contained in these materials based on new information, future events or
otherwise.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BJ SERVICES COMPANY |
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Dated: February 4, 2010 | By: | /s/ Margaret B. Shannon | ||
Margaret B. Shannon | ||||
Vice President, General Counsel | ||||