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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) April 13, 1995
THE WESTERN COMPANY OF NORTH AMERICA
(Exact name of registrant as specified in its charter)
Delaware 1-7451 75-0763484
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
515 Post Oak Boulevard Houston, Texas 77027
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (713) 629-2600
(Former name or former address, if changed since last report)
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ITEM 1. Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 13, 1995, The Western Company of North America
("Western") and BJ Services ("BJ") completed the merger
(the "Merger") contemplated by the Agreement and Plan of
Merger dated as of November 17, 1994 (the "Agreement"),
as amended as of March 7, 1995 (the "Amendment," and
together with the Agreement, the "Amended Agreement"), a
copy of which Agreement was filed as Exhibit 2.1 to
Western's Current Report on Form 8-K dated November 23,
1994 and a copy of which Amendment was filed as Appendix
B to Western's and BJ's Joint Proxy Statement/Prospectus
contained in the Registration Statement on Form S-4 of BJ
dated March 9, 1995. The Merger became effective on
April 13, 1995 upon the filing of the Certificate of
Merger with the Delaware Secretary of State (the
"Effective Time"). At the Effective Time, pursuant to
the Amended Agreement, Western merged with and into BJ,
with BJ surviving the Merger, the separate corporate
existence of Western ceased, and all property, rights,
powers, duties, obligations and liabilities of Western
were automatically transferred to BJ, in accordance with
Delaware law.
Immediately prior to the Effective Time, there were
21,900,919 shares of common stock, par value $0.10 per
share, of Western ("Western Common Stock") issued and
outstanding. Pursuant to the Amended Agreement, each
share of Western Common Stock outstanding immediately
prior to the Effective Time, other than shares owned
directly or indirectly by Western or by BJ and its
affiliates or shares with respect to which appraisal
rights are perfected under Delaware law, will be
converted into the right to receive, without interest, .2
five-year warrants to purchase, at an exercise price of
$30.00, one share of common stock, par value $0.10, of BJ
("BJ Common Stock") and either $20.00 in cash or 1.0028
shares of BJ Common Stock (the "Merger Consideration").
The cash and stock component of the Merger Consideration
is subject to allocation so that the total Merger
Consideration to be paid by BJ will not consist of more
than 50% cash.
The foregoing summary of the Amended Agreement and the
Merger is qualified in its entirety by reference to the
Amended Agreement, which is incorporated herein by
reference.
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ITEMS 3-4. Not Applicable.
ITEM 5. OTHER EVENTS
Pursuant to the First Supplemental Indenture dated as of
April 13, 1995 (the "First Supplemental Indenture") by
and between BJ and Harris Trust and Savings Bank, as
trustee ("Harris Trust"), BJ assumed all of the
obligations of Western under the 7-1/4% Convertible
Subordinated Debentures due January 15, 2015 of Western
and the indenture pursuant to which Western issued such
debentures. Pursuant to the Second Supplemental
Indenture dated as of April 13, 1995 (together with the
First Supplemental Indenture, the "Supplemental
Indentures") by and among BJ, Western and the United
States Trust Company of New York, as trustee ("US Trust,"
together with Harris Trust, the "Trustees"), BJ assumed
the due and punctual payment of (and premium, if any) and
interest on all the 12-7/8% Senior Notes due 2002 of
Western and the performance of every covenant and
obligation of Western to be performed or observed as set
forth in the indenture pursuant to which Western issued
such notes.
Pursuant to the Supplemental Indentures, BJ will be
obligated to furnish the Trustees with copies of all
reports and other documents that BJ may be required to
file with the Securities and Exchange Commission pursuant
to Sections 13 or 15(d) of the Securities Exchange Act of
1934, as amended, and the rules and regulations
thereunder.
The foregoing summary of the Supplemental Indentures is
qualified in its entirety by reference to each of the
Supplemental Indentures, attached as exhibits hereto,
each of which is incorporated herein by reference.
ITEM 6. Not Applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a)-(b) Not Applicable.
(c) Exhibits Required by Item 601 of Regulation S-K.
2.1 Agreement and Plan of Merger among BJ, Western and WCNA
Acquisition Corp., dated as of November 17, 1994.
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2.2 First Amendment to Agreement and Plan of Merger among BJ,
Western, and WCNA Acquisition Corp., dated as of
March 7, 1995.
4.1 First Supplemental Indenture between BJ and Harris Trust
dated as of April 13, 1995.
4.2 Second Supplemental Indenture among BJ, Western and US
Trust dated as of April 13, 1995.
ITEM 8. Not Applicable.
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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.
April 13, 1995
THE WESTERN COMPANY OF NORTH AMERICA
By: /s/ Graham L. Adelman
Graham L. Adelman
Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger among BJ, Western and WCNA
Acquisition Corp., dated as of November 17, 1994.*
2.2 First Amendment to Agreement and Plan of Merger among BJ,
Western, and WCNA Acquisition Corp., dated as of March 7,
1995.**
4.1 First Supplemental Indenture between BJ and Harris Trust dated
as of April 13, 1995.
4.2 Second Supplemental Indenture among BJ, Western and US Trust
dated as of April 13, 1995.
_____________________
* Incorporated by reference from Western's Current
Report on Form 8-K dated November 23, 1994.
** Incorporated by reference from Appendix B to the
Joint Proxy Statement/Prospectus of BJ and Western
contained in the Registration Statement on
Form S-4 of BJ dated March 9, 1995.
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Exhibit 4.1
BJ SERVICES COMPANY,
as Surviving Corporation,
and
HARRIS TRUST AND SAVINGS BANK,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of April 13, 1995
$90,000,000
7-1/4% Convertible Subordinated Debentures
due January 15, 2015
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FIRST SUPPLEMENTAL INDENTURE, dated as of April 13, 1995,
between BJ SERVICES COMPANY, a Delaware corporation ("BJ"), and HARRIS
TRUST AND SAVINGS BANK, an Illinois banking corporation (the "Trustee").
WHEREAS, The Western Company of North America, a Delaware
corporation (the "Company") and the Trustee are parties to an Indenture
dated as of January 15, 1990 (the "Indenture"), pursuant to which the
Company issued its 7-1/4% Convertible Subordinated Debentures due January
15, 2015 (the "Debentures");
WHEREAS, the Company has entered into an Agreement and Plan of
Merger (the "Merger Agreement") dated as of November 17, 1994 among BJ,
WCNA Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
of BJ, and the Company, as amended as of March 7, 1995, pursuant to which
the Company is to be merged with and into BJ with BJ being the surviving
corporation (the "Merger") in compliance with Section 5.1 of the Indenture;
WHEREAS, Sections 9.1 and 10.15 of the Indenture provide, among
other things, that BJ and the Trustee may, without the consent of the
Holders of the outstanding Debentures, execute a supplemental indenture to
comply with Sections 5.1 and 10.15 of the Indenture; and
WHEREAS, the execution and delivery of this instrument has been
duly authorized, and all conditions and requirements necessary to make this
instrument a valid and binding agreement have been duly performed and
complied with;
NOW, THEREFORE, for and in consideration of the premises and
other good and valuable consideration, receipt and sufficiency of which are
hereby acknowledged, it is mutually covenanted and agreed, for the equal
proportionate benefit of all Holders, as follows:
ARTICLE I
ASSUMPTION AND SECURITIES
Section 1.1. BJ hereby assumes all of the obligations of the
Company under the Debentures and the Indenture.
Section 1.2. Debentures delivered on or after the date hereof
shall, if BJ shall so determine, be modified so as to conform to the
Indenture as hereby supplemented, in a form satisfactory to the Trustee,
including, without limitation, by means of a notation stamped or
typewritten thereon; provided, however, that the failure to so modify any
Debenture shall not affect any rights of the Holders.
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ARTICLE II
CONVERSION
Pursuant to Section 10.15 of the Indenture, as supplemented
hereby pursuant to Section 9.1 of the Indenture, the Holder of a Debenture
may convert such Debenture into the kind and amount of securities and cash
that such Holder would have owned immediately after the Merger if such
Holder had converted its Debenture immediately before the effective date of
the Merger and such Holder had made the Stock Election (as defined in the
Merger Agreement) with respect to 50% of such Holder's Debentures and the
Cash Election (as defined in the Merger Agreement) with respect to the
remaining 50% of such Holder's Debentures, without regard to any proration
that may take place pursuant to Section 3.3 of the Merger Agreement.
ARTICLE III
MISCELLANEOUS
Section 3.1. All capitalized terms used and not defined herein
shall have the respective meanings assigned to them in the Indenture.
Section 3.2. The Trustee accepts the trusts created by the
Indenture, as supplemented by this First Supplemental Indenture, and agrees
to perform the same upon the terms and conditions of the Indenture, as
supplemented by this First Supplemental Indenture.
Section 3.3. Each of BJ and the Trustee hereby confirms and
reaffirms the Indenture in every particular except as amended by this First
Supplemental Indenture.
Section 3.4. All agreements of BJ in this First Supplemental
Indenture shall bind its successors. All agreements of the Trustee in this
First Supplemental Indenture shall bind it successors.
Section 3.5. In case any provisions in this First Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby and a Holder shall have no claim
therefor against any party hereto.
Section 3.6. Nothing in this First Supplemental Indenture
express or implied, shall give to any person, other than the parties hereto
and their successors under the Indenture and the Holders of the Debentures,
any benefit or any legal or equitable right, remedy or claim under the
Indenture or Debentures.
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Section 3.7. The parties may sign any number of copies of this
First Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.
Section 3.8. THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW, SHALL GOVERN THIS FIRST SUPPLEMENTAL
INDENTURE.
Section 3.9. All provisions of this First Supplemental
Indenture shall be deemed to be incorporated in, and made a part of, the
Indenture; and the Indenture, as supplemented by this First Supplemental
Indenture, shall be read, taken and construed as one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year first
above written.
HARRIS TRUST AND SAVINGS BANK,
as Trustee
[CORPORATE SEAL] By /s/ K. Richardson
Name: K. Richardson
Title: Trust Officer
Attest:
By /s/ R. Foltz
Name: R. Foltz
Title: Assistant Secretary
BJ SERVICES COMPANY
[CORPORATE SEAL] By /s/ Michael McShane
Name: Michael McShane
Title: Vice President - Finance &
Chief Financial Officer
Attest:
By /s/ Matthew D. Fitzgerald
Name: Matthew D. Fitzgerald
Title: Assistant Secretary
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Exhbit 4.2
THE WESTERN COMPANY OF NORTH AMERICA
and
BJ SERVICES COMPANY
to
UNITED STATES TRUST COMPANY OF NEW YORK,
Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of April 13, 1995
$100,000,000
12-7/8% Senior Notes
due 2002
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SECOND SUPPLEMENTAL INDENTURE, dated as of April 13, 1995,
among THE WESTERN COMPANY OF NORTH AMERICA, a Delaware corporation (the
"Company"), BJ SERVICES COMPANY, a Delaware corporation ("BJ"), and UNITED
STATES TRUST COMPANY OF NEW YORK, a New York corporation (the "Trustee").
WHEREAS, the Company and the Trustee are parties to an
Indenture dated as of November 15, 1992, as amended (the "Indenture"),
pursuant to which the Company issued its 12-7/8% Senior Notes due 2002 (the
"Notes");
WHEREAS, the Company has entered into an Agreement and Plan of
Merger (the "Merger Agreement") dated as of November 17, 1994 among BJ,
WCNA Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
of BJ, and the Company, as amended as of March 7, 1995, pursuant to which
the Company is to be merged with and into BJ with BJ being the surviving
corporation in compliance with Section 801 of the Indenture;
WHEREAS, Section 901 of the Indenture provides, among other
things, that the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time may, without prior notice to or
the consent of any of the Holders, enter into one or more indentures
supplemental to the Indenture, in a form satisfactory to the Trustee,
pursuant to Article Eight of the Indenture; and
WHEREAS, the execution and delivery of this instrument has been
duly authorized by Board Resolution, and all conditions and requirements
necessary to make this instrument a valid and binding agreement have been
duly performed and complied with;
NOW, THEREFORE, for and in consideration of the premises and
other good and valuable consideration, receipt and sufficiency of which are
hereby acknowledged, it is mutually covenanted and agreed, for the equal
proportionate benefit of all Holders, as follows:
ARTICLE I
ASSUMPTION AND SECURITIES
Section 1.1. BJ hereby assumes the due and punctual payment of
the principal of (and premium, if any) and interest on all the Notes and
the performance of every covenant and obligation of the Indenture on the
part of the Company to be performed or observed.
Section 1.2. Notes delivered on or after the date hereof
shall, if BJ shall so determine, be modified so as to
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conform to the Indenture as hereby supplemented, in a form satisfactory to
the Trustee, including, without limitation, by means of a notation stamped
or typewritten thereon; provided, however, that the failure to so modify
any Note shall not affect any rights of the Holders.
ARTICLE II
MISCELLANEOUS
Section 2.1. All capitalized terms used and not defined herein
shall have the respective meanings assigned to them in the Indenture.
Section 2.2. The Trustee accepts the trusts created by the
Indenture, as supplemented by this Second Supplemental Indenture, and
agrees to perform the same upon the terms and conditions of the Indenture,
as supplemented by this Second Supplemental Indenture.
Section 2.3. Each of BJ and the Trustee hereby confirms and
reaffirms the Indenture in every particular except as amended by this
Second Supplemental Indenture.
Section 2.4. All covenants and agreements in this Second
Supplemental Indenture by BJ shall bind its successors and assigns, whether
so expressed or not.
Section 2.5. In case any provisions in this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
Section 2.6. Nothing in this Second Supplemental Indenture,
express or implied, shall give to any Person, other than the parties hereto
and their successors under the Indenture, any Paying Agent and the Holders,
any benefit or any legal or equitable right, remedy or claim under the
Indenture.
Section 2.7. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.
Section 2.8. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
Section 2.9. All provisions of this Second Supplemental
Indenture shall be deemed to be incorporated in, and made a part of, the
Indenture; and the Indenture, as
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supplemented by this Second Supplemental Indenture, shall be read, taken
and construed as one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year first
above written.
THE WESTERN COMPANY OF
NORTH AMERICA
By /s/ Thomas R. Hix
[CORPORATE SEAL] Name: Thomas R. Hix
Title: Senior Vice President, Finance
Attest:
By /s/ Graham L. Adelman
Name: Graham L. Adelman
Title: Senior Vice President,
General Counsel & Secretary
BJ SERVICES COMPANY
By /s/ Michael McShane
[CORPORATE SEAL] Name: Michael McShane
Title: Vice President - Finance &
Chief Financial Officer
Attest:
By /s/ Matthew D. Fitzgerald
Name: Matthew D. Fitzgerald
Title: Assistant Secretary
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By /s/ Patricia Stermer
[CORPORATE SEAL] Name: Patricia Stermer
Title: Assistant Vice President
Attest:
By /s/ William Eising
Name: William Eising
Title: Assistant Vice President
