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EX-99.1 - EX-99.1 - BJ SERVICES CO | h71607exv99w1.htm |
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): March 19, 2010
BJ SERVICES COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 1-10570 | 63-0084140 | ||
(State or other jurisdiction of incorporation ) |
(Commission File Number) |
(IRS 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
Not Applicable
(Former name or former address, if changed since last report.)
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
(see General Instruction A.2. below):
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 5.07. Submission of Matters to a Vote of Security Holders
On March 19, 2010, BJ Services Company (the Company) held a special meeting of its
stockholders at which stockholders voted on a proposal to adjourn the special meeting previously
scheduled to approve its pending merger with Baker Hughes Incorporated (Baker Hughes) until March
31, 2010 at 9:00 a.m., Central time, at Andrews Kurth LLP at 600 Travis, Suite 4200, Houston,
Texas. The vote on the adjournment proposal presented at the special meeting was 231,006,881 votes
cast by the proxies in favor of adjournment, and accordingly the adjournment proposal was approved.
The Companys special meeting of stockholders is scheduled to reconvene on March 31, 2010, at 9:00
a.m., local time, at Andrews Kurth LLP located at 600 Travis, Suite 4200, Houston, Texas. Proxies
will continue to be accepted until the vote is taken at the special meeting on March 31, 2010.
As of February 11, 2010, the record date, there were 293,721,886 shares issued and outstanding
and entitled to vote at the special meeting of stockholders.
Item 8.01 Other Events.
On March 19, 2010, the Company and Baker Hughes issued a joint press release announcing the
adjournment of their respective special meetings of their stockholders. The press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits. (Information furnished in this Item 9.01 is
furnished pursuant to Item 9.01.)
(c) Exhibits.
99.1 | Joint News Release of BJ Services Company and Baker Hughes Incorporated dated March 19, 2010. |
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, whether the antitrust authorities
will give regulatory clearance to complete the merger at all or without restrictions or conditions
that would be detrimental or have a materially adverse effect on the combined company after the
merger is completed, whether stockholder approval will be obtained and the merger consummated, and
other statements that are not historical facts. In addition, in some jurisdictions, a competitor,
customer or other third party could initiate a private action under the antitrust laws challenging
or seeking to enjoin the merger, before or after it is completed. Baker Hughes or BJ Services may
not prevail and may incur significant costs in defending or settling any action under the antitrust
laws. There can be no assurance that all of the conditions to complete the merger will be
satisfied. The following additional factors, among others, could cause actual results to differ
from those set forth in the forward-looking statements: 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
Securities and Exchange Commission (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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Additional Information and Where to Find It
These materials are not a substitute for the Registration Statement that Baker Hughes filed with
the SEC in connection with the proposed transaction with BJ Services, or the definitive joint proxy
statement/prospectus sent to security holders of Baker Hughes and BJ Services on or about February
16, 2010 seeking their approval of the proposed transaction. INVESTORS AND SECURITY HOLDERS OF
BAKER HUGHES AND BJ SERVICES ARE URGED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS DATED FEBRUARY 12, 2010, WHICH WAS SENT TO SECURITY HOLDERS OF BAKER HUGHES
AND BJ SERVICES ON OR ABOUT FEBRUARY 16, 2010, AS IT CONTAINS IMPORTANT INFORMATION, INCLUDING
DETAILED RISK FACTORS. 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. This document does not constitute an offer to sell, or a
solicitation of an offer to buy, any shares of Baker Hughes or BJ Services common stock.
The definitive 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 definitive 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.
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SIGNATURES
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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Date: March 19, 2010 | By: | /s/ Margaret B. Shannon | ||
Name: | Margaret B. Shannon | |||
Title: | Vice President - General Counsel | |||
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EXHIBIT INDEX
Exhibit No. | Description | |
Exhibit 99.1
|
Joint News Release of Baker Hughes Incorporated and BJ Services Company dated March 19, 2010. |
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