- Filing of certain prospectuses and communications in connection with business combination transactions (425)
February 23 2010 - 11:33AM
Edgar (US Regulatory)
UNITED STATES
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
Date of Report (Date of
earliest event reported): February 23, 2010 (February 19, 2010)
Baker Hughes Incorporated
(Exact name of registrant as specified in charter)
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Delaware
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1-9397
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76-0207995
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(State of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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2929 Allen Parkway, Houston, Texas
(Address of Principal Executive Offices)
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77019
(Zip Code)
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Registrants telephone number, including area code: (713) 439-8600
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.03. Amendments to Articles of Incorporation or Bylaws
The Board of Directors of Baker Hughes Incorporated (the Company) amended and restated the
Companys Bylaws effective as of February 19, 2010 EXCEPT for Article III, Section 1 which will not
be effective until the closing of the pending merger with BJ Services Company, which is expected to
be March 19, 2010. The amendments were to further clarify the (i) process a nominee for director in
an uncontested election who receives a withhold vote representing a majority of the votes cast
for his or her election would follow; and (ii) increase in the number of directors of the Company
from 11 to 13 (effective only upon the closing of the pending merger with BJ Services Company). A
copy of the Restated Bylaws are attached hereto and filed as Exhibit 3.2.
Item 8.01. Other Events
The disclosure included under Item 5.03 is incorporated by
reference into this Item 8.01.
Item 9.01.
Financial Statements and Exhibits.
(Information furnished in this Item 9.01 is
furnished pursuant to Item 9.01.)
3.2 Restated Bylaws of Baker Hughes Incorporated effective as of February 19, 2010 EXCEPT
for Article III, Section 1, which will not be effective unless and until the closing of the pending
merger with BJ Services Company.
Additional Information and Where to Find It
These materials are not a substitute for the Registration Statement that Baker Hughes Incorporated
(
Baker Hughes
) filed with the Securities and Exchange Commission (the
SEC
) in connection with
the proposed transaction with BJ Services Company (
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
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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
definitive 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
definitive 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 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.
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BAKER HUGHES INCORPORATED
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Dated: February 23, 2010
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By:
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/s/ Sandra E. Alford
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Sandra E. Alford
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Corporate Secretary
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