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EX-99.1 - EX-99.1 - BJ SERVICES CO | h71910bexv99w1.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 30, 2010
BJ Services Company
(Exact name of registrant as specified in charter)
Delaware | 1-10570 | 63-0084140 | ||
(State of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
4601 Westway Park Blvd., Houston, Texas | 77041 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (713) 462-4293
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | 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 March 30, 2010, BJ Services Company (BJ Services) and Baker Hughes Incorporated (Baker
Hughes) issued a joint press release announcing that they had reached a general understanding with
the Antitrust Division of the U.S. Department of Justice and that they intend to reconvene their
respective stockholder meetings on March 31, 2010 to vote on their previously announced merger.
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.
(d) Exhibits.
Exhibit No. | Description | |||
99.1 | Joint Press Release issued March 30, 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
and the Federal District Court will give regulatory clearance and approval 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. Prior to closing, a Hold Separate
Stipulation and Order will need to be approved by the Federal District Court in Washington, D.C.,
subject to the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16. 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 any 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.
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.
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 | ||||||
By: | /s/ Jeffrey E. Smith | |||||
Name: Jeffrey E. Smith | ||||||
Title: Executive Vice President, Finance and Chief Financial Officer |
Date: March 30, 2010
EXHIBIT INDEX
Exhibit No. | Description | |
Exhibit 99.1 |
Joint Press Release issued March 30, 2010. |