<PAGE>
As filed with the Securities and Exchange Commission on October 12, 1995
Registration Number 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
--------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
BAKER HUGHES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 76-0207995
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3900 ESSEX LANE
HOUSTON, TEXAS 77027-5177
(713) 439-8600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
LAWRENCE O'DONNELL, III
VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
BAKER HUGHES INCORPORATED
3900 ESSEX LANE
HOUSTON, TEXAS 77027-5177
(713) 439-8600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
Copies to:
CURTIS W. HUFF
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010
(713) 651-5151
--------------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
(cover continued on following page)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Title of each class of Amount Proposed Proposed Amount of
securities to be registered to be maximum maximum registration
registered offering price aggregate fee
per share(1) offering price
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value per
share, including the associated Series One
Junior Participating Preferred Stock 1,000,000 $20.50 $20,500,000 $7,068.97
Purchase Rights shares
==========================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for purposes of calculating
the registration fee on the basis of the average of the high and low prices
of the Common Stock as reported on the New York Stock Exchange on October
10, 1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
(cover continued from prior page)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion Dated October 12, 1995
PROSPECTUS
----------
BAKER HUGHES INCORPORATED
1,000,000 SHARES
COMMON STOCK, $1.00 PAR VALUE PER SHARE
This Prospectus has been prepared for use in connection with the proposed
sale by certain stockholders (the "Selling Stockholders") of Baker Hughes
Incorporated, a Delaware corporation (the "Company"), of an aggregate of up to
1,000,000 shares (the "Shares") of common stock, $1.00 par value per share
(the "Common Stock"), of the Company currently held by the Selling
Stockholders or that may be issued in the future to the Selling Stockholders
pursuant to the Agreement and Plan of Merger dated August 17, 1995 (the
"Agreement"), among the Company, CTC International Corporation ("CTC"), CTC
Acquisition Co. and the Selling Stockholders. The Shares may be sold from
time to time in one or more transactions effected on the New York Stock
Exchange or otherwise at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at prices determined on a negotiated or
competitive bid basis. Shares may be sold through a broker-dealer acting as
agent or broker for a Selling Stockholder, or to a broker-dealer acting as
principal. See "Plan of Distribution."
The Common Stock is traded on the New York Stock Exchange under the
symbol "BHI." On October 10, 1995, the last reported sales price for the
Common Stock as reported on the New York Stock Exchange was $20.75 per share.
The Company will receive no portion of the proceeds of the sale of the
Shares offered hereby and will bear certain of the expenses incident to their
registration. The Company also has agreed to indemnify the Selling
Stockholders against certain civil liabilities, including liabilities under
the Securities Act of 1933, as amended (the "1933 Act"). See "Plan of
Distribution" and "Selling Stockholders".
The Shares have not been registered for sale under the securities laws of
any state or jurisdiction as of the date of this Prospectus. Brokers or
dealers effecting transactions in the Shares should confirm the existence of
any exemption from registration or the registration thereof under the
securities laws of the states in which such transactions occur.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
--------------
The date of this Prospectus is , 1995.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
AVAILABLE INFORMATION............................ 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.. 3
THE COMPANY...................................... 3
DESCRIPTION OF CAPITAL STOCK..................... 4
SELLING STOCKHOLDERS............................. 4
PLAN OF DISTRIBUTION............................. 5
LEGAL MATTERS.................................... 5
EXPERTS.......................................... 5
</TABLE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING
STOCKHOLDERS OR ANY UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SHARES BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. UNDER NO
CIRCUMSTANCES SHALL THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE PURSUANT TO
THIS PROSPECTUS CREATE ANY IMPLICATION THAT INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "SEC"). Reports, proxy and information statements and other
information filed by the Company with the SEC can be inspected and copied at the
public reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, as well as the regional offices of the SEC at
the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and 7 World Trade Center, New York, New York 10048. Copies
of this material may also be obtained from the Public Reference Section of the
SEC in its Washington D.C. office at prescribed rates.
The Common Stock is traded on the New York Stock Exchange and the
Pacific Stock Exchange. In addition, copies of such material can be inspected
at the office of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005, the offices of the Pacific Stock Exchange at 301 Pine Street, San
Francisco, California 94104.
This Prospectus constitutes a part of the Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the SEC under the 1933 Act. This
Prospectus omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration Statement for
further information with respect to the Company and the securities offered
hereby. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the SEC are not necessarily complete, and in each instance reference is
made to the copy of such document so filed. Each such statement is qualified in
its entirety by such reference.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed with the SEC by the Company
pursuant to the 1934 Act, are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended September
30, 1994;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1994, March 31, 1995, and June 30, 1995; and
(c) The description of the Company's capital stock set forth in the
Company's Current Report on Form 8-K dated July 27, 1992, as modified
by the Company's Current Report on Form 8-K dated June 21, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Common Stock pursuant hereto shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this document to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all documents that have been
incorporated by reference in this Prospectus (not including exhibits to the
documents that are incorporated by reference unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Requests for such copies should be directed to the Company at
3900 Essex Lane, Houston, Texas 77027-5177, Attention: Corporate Secretary,
telephone number: (713) 439-8600.
THE COMPANY
The Company operates in two industry segments, oilfield services and
equipment and process products and services. In addition to these industry
segments, the Company manufactures and sells other equipment and provides
services to industries not related to either the petroleum or process
industries. Certain of the Company's operations are conducted through joint
ventures or partnerships.
The Company is a Delaware corporation that was formed in connection with
the combination of Baker International Corporation ("Baker") and Hughes Tool
Company ("Hughes") consummated on April 3, 1987. The shares of Baker and Hughes
were publicly traded and registered with the SEC for more than five years prior
to that date. As used herein, the "Company" refers to Baker Hughes Incorporated
and its subsidiaries and the joint ventures and partnerships in which Baker
Hughes Incorporated has a majority interest, unless the context clearly
indicates otherwise. The Company's principal executive offices are located at
3900 Essex Lane, Houston, Texas 77027-5177, and its telephone number is (713)
439-8600.
DESCRIPTION OF CAPITAL STOCK
A description of the Common Stock and the associated Series One Junior
Participating Preferred Stock Purchases Rights, which currently trade with the
Common Stock, is set forth in the Company's Current Reports on Form 8-K dated
June 27, 1992, and June 21, 1995, which reports are incorporated herein by
reference.
3
<PAGE>
SELLING STOCKHOLDERS
This Prospectus constitutes a part of the Registration Statement filed
by the Company pursuant to registration rights granted to the Selling
Stockholders in the Agreement. Pursuant to the terms of the Agreement, the
Company will pay all expenses of registering the Shares under the 1933 Act,
including, without limitation, all registration and filing fees, exchange
listing fees, printing expenses and the fees and disbursements of the counsel
and accountants for the Company. The Agreement also provides that the Company
will indemnify the Selling Stockholders against certain civil liabilities,
including liabilities under the 1933 Act. The Selling Stockholders will pay all
fees and disbursements of their counsel and all brokerage commissions, if any,
applicable to the Shares sold by them.
The following table sets forth certain information with respect to the
shares of Common Stock beneficially owned by each Selling Stockholder as of
October 10, 1995, all of which may be sold pursuant to this Prospectus:
<TABLE>
<CAPTION>
Number of Percent of
Name of Shares Outstanding
Selling Stockholder Owned(1) Shares
------------------- ------------ -----------
<S> <C> <C>
George O. Suman, Jr. Descendants Trust 203,565 *
George O. Suman, Jr. 182,753 *
Helen R. Suman 38,072 *
WP&G Enterprise Fund, LP 75,536 *
Weiss, Peck & Greer Venture Associates II, LP 54,592 *
Weiss, Peck & Greer Venture Associates II (Overseas) LP 11,964 *
Webber Family Trust 1,465 *
James E. Klima 33,254 *
Edward T. Wood 9,777 *
James Oliver 9,777 *
John A. Haeber and Gloria A. Haeber Revocable Living Trust 1,577 *
Carolynn J. Halliday 1,104 *
Manfred Templin 947 *
________
624,383
========
</TABLE>
- -------
* Less than 1%.
(1) Because the Selling Stockholders may offer all or a portion of the Shares
pursuant to this Prospectus, no estimate can be given as to the number of
shares of Common Stock that will be held by the Selling Stockholders upon
termination of any such sales. The Company may issue to the Selling
Stockholders additional shares from time to time pursuant to a royalty
provided to them in the Agreement that terminates in September 2000. Up to
375,617 of those additional shares of Common Stock have been registered for
sale pursuant to this Prospectus.
The Agreement was entered in conjunction with the Company's acquisition of
CTC from the Selling Stockholders. Prior to the Company's acquisition of CTC,
George O. Suman, Jr. served as President of CTC. Mr. Suman currently serves as
an independent consultant to the Company pursuant to a five-year contract that
expires in August 2000 at a quarterly fee of $21,000. Prior to the acquisition
of CTC, representatives of WP&G Enterprise Fund, LP, Weiss, Peck & Greer Venture
Associates II, LP and Weiss, Peck & Greer Venture Associates II (Overseas) LP,
served as directors of CTC and provided advisory services to CTC. None of the
Selling Stockholders have, within the past three years, held any position,
office or other material relationship with the Company or any of its
predecessors or affiliates, except as noted above.
4
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be sold pursuant to the methods described below from time to
time by or for the account of the Selling Stockholders in transactions effected
on the New York Stock Exchange or otherwise at prices and on terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The Shares may be sold by any one or more of the
following methods: (a) a block trade (which may involve crosses) in which the
broker or dealer so engaged will attempt to sell the securities as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
and (d) privately negotiated transactions. In the case of a broker-dealer
acting as principal, the broker-dealer may then resell such shares to the public
at varying prices to be determined by any such broker-dealer at the time of
resale. The Selling Stockholders may effect such transactions by selling Shares
through broker-dealers, and such broker-dealers may receive compensation in the
form of commissions from the Selling Stockholders (which commissions will not
exceed those customary in the types of transactions involved). The Selling
Stockholders and any broker-dealers that participate in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of the 1933 Act in
connection with such sales, and any profit on the sale of Shares by it and any
fees and commissions received by any such broker-dealers may be deemed to be
underwriting discounts and commissions.
At the time a particular offering of Common Stock is made hereunder, to the
extent required by law, a Prospectus Supplement will be distributed which will
set forth the amount of Common Stock being offered and the terms of the
offering, including the purchase price or public offering price, the name or
names of any underwriters, broker-dealers or agents, the purchase price paid by
any underwriter for the Common Stock purchased from the Selling Stockholders,
any discounts, commissions or other items constituting compensation from the
Selling Stockholders and any discounts, commissions or concessions allowed,
reallowed or paid to dealers.
LEGAL MATTERS
The legality of the Common Stock is being passed upon for the Company by
Fulbright & Jaworski L.L.P., Houston, Texas.
EXPERTS
The Company's consolidated financial statements and the Company's related
consolidated financial statement schedules as of September 30, 1994 and 1993 and
for each of the three years in the period ended September 30, 1994, incorporated
by reference into this Prospectus and elsewhere in the Registration Statement
have been audited by Deloitte & Touche LLP, independent auditors, as indicated
in their reports with respect thereto, and are incorporated by reference herein
in reliance upon the authority of said firm as experts in accounting and
auditing in giving said reports.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering are:
<TABLE>
<S> <C>
SEC registration fee........ $ 7,069
Accounting fees and expenses 1,000
Legal fees and expenses..... 5,000
Miscellaneous............... 5,000
TOTAL....................... -------
$18,069
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation contains a provision
that eliminates the personal liability of a director to the Company and its
stockholders for monetary damages for breach of his fiduciary duty as a director
to the extent currently allowed under the Delaware General Corporation Law. If
a director were to breach such duty in performing his duties as a director,
neither the Company nor its stockholders could recover monetary damages from the
director, and the only course of action available to the Company's stockholders
would be equitable remedies, such as an action to enjoin or rescind a
transaction involving a breach of fiduciary duty. To the extent certain claims
against directors are limited to equitable remedies, the provision in the
Company's Restated Certificate of Incorporation may reduce the likelihood of
derivative litigation and may discourage stockholders or management from
initiating litigation against directors for breach of their fiduciary duty.
Additionally, equitable remedies may not be effective in many situations. If a
stockholder's only remedy is to enjoin the completion of the Board of Directors'
action, this remedy would be ineffective if the stockholder does not become
aware of a transaction or event until after it has been completed. In such a
situation, it is possible that the stockholders and the Company would have no
effective remedy against the directors. Under the Company's Restated
Certificate of Incorporation, liability for monetary damages remains for (i) any
breach of the duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payment of an improper dividend or improper repurchase
of the Company's stock under Section 174 of the Delaware General Corporation
Law, or (iv) any transaction from which the director derived an improper
personal benefit. The Company's Restated Certificate of Incorporation further
provides that in the event the Delaware General Corporation Law is amended to
allow the further elimination or limitation of the liability of directors, then
the liability of the Company's directors shall be limited or eliminated to the
fullest extent permitted by the amended Delaware General Corporation Law.
Under Article III of the Company's By-laws as currently in effect and
pursuant to an indemnification agreement with each of the Company's officers and
directors (each an "Indemnification Agreement"), each person who is or was a
director or officer of the Company or a subsidiary of the Company, or who serves
or served any other enterprise or organization at the request of the Company or
a subsidiary of the Company, shall be indemnified by the Company to the full
extent permitted by the Delaware General Corporation Law.
Under the Delaware General Corporation Law, to the extent that such person
is successful on the merits in defense of a suit or proceeding brought against
him by reason of the fact that he is or was a director or officer of the
Company, or serves or served any other enterprise or organization at the request
of the Company, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred in connection with such action. Under
such law, if unsuccessful in defense of a third-party civil suit or a criminal
suit, or if such suit is settled, such a person shall be indemnified against
both (i) expenses, including attorneys' fees, and (ii) judgments, fines and
amounts paid in settlement if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Company, and, with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful. If unsuccessful in defense of a suit brought
by or in the right of the Company, where such suit is settled, such a person
shall be indemnified under such law only against expenses (including attorneys'
fees) actually and reasonably incurred in the defense or settlement of such suit
if he acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the Company, except that if such person is
adjudged to be
II-1
<PAGE>
liable in such a suit for negligence or misconduct in the performance of his
duty to the Company, he cannot be made whole even for expenses unless the court
determines that he is fairly and reasonably entitled to indemnity for such
expenses.
The Indemnification Agreement provides directors and officers with specific
contractual assurance that indemnification and advancement of expenses will be
available to them regardless of any amendments to or revocation of the
indemnification provisions of the Company's By-laws. The Indemnification
Agreement provides for indemnification of directors and officers against both
stockholder derivative claims and third-party claims. Sections 145(a) and
145(b) of the Delaware General Corporation Law, which grant corporations the
power to indemnify directors and officers, specifically authorize lesser
indemnification in connection with derivative claims than in connection with
third-party claims. The distinction is that Section 145(a), concerning third-
party claims, authorizes expenses and judgments and amounts paid in settlement
(as is provided in the Indemnification Agreement), but Section 145(b),
concerning derivative suits, generally authorizes only indemnification of
expenses. However, Section 145(f) expressly provides that the indemnification
and advancement of expenses provided by or granted pursuant to the subsections
of Section 145 shall not be exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any agreement.
No Delaware case directly answers the question whether Delaware's public policy
would support this aspect of the Indemnification Agreement under the authority
of Section 145(f), or would cause its invalidation because it does not conform
to the distinctions contained in Sections 145(a) and 145(b).
Pursuant to the Indemnification Agreement, the Company has agreed to
provide, at all times during the two-year period following a "change in control"
(as defined in the Indemnification Agreement) of the Company, irrevocable
letters of credit in an aggregate amount not less than $25,000,000 for the
benefit of the officers and directors of the Company to secure the Company's
obligations under the Indemnification Agreement.
Delaware corporations also are authorized to obtain insurance to protect
officers and directors from certain liabilities, including liabilities against
which the corporation cannot indemnify its directors and officers. The Company
currently has in effect a directors' and officers' liability insurance policy
providing aggregate coverage in the amount of $75,000,000.
ITEM 16. EXHIBITS.
3.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit No. 3.1 to the Annual Report on Form 10-K of the
Company for the year ended September 30, 1993).
3.2 By-laws (incorporated by reference to Exhibit No. 3.2 to the Annual
Report on Form 10-K of the Company for the year ended September 30,
1992).
3.3 Certificate of Designation of Series One Junior Participating
Preferred Stock of the Company (incorporated by reference to Exhibit
No. 3.3 to the Annual Report on Form 10-K of the Company for the year
ended September 30, 1993).
3.4 Amended Certificate of Designation of Series One Junior Participating
Preferred Stock of the Company (incorporated by reference to Exhibit
No. 3.4 to the Annual Report on Form 10-K of the Company for the year
ended September 30, 1992).
3.5 Certificate of Designation of Series J Preferred Stock of the Company
(incorporated by reference to Exhibit No. 3.7 to the Annual Report on
Form 10-K of the Company for the year ended September 30, 1989).
3.6 Certificate of Designation of Series K Preferred Stock of the Company
(incorporated by reference to Exhibit No. 3.8 to the Annual Report on
Form 10-K of the Company for the year ended September 30, 1989).
II-2
<PAGE>
3.7 Certificate of Designation of Series L Preferred Stock of the Company
(incorporated by reference to Exhibit No. 3.8 to the Annual Report on
Form 10-K of the Company for the year ended September 30, 1990).
4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit No. 3.1 to the Annual Report on Form 10-K of the
Company for the year ended September 30, 1993).
4.2 By-laws (incorporated by reference to Exhibit No. 3.2 to the Annual
Report on Form 10-K of the Company for the year ended September 30,
1992).
4.3 Certificate of Designation of Series One Junior Participating
Preferred Stock of the Company (incorporated by reference to Exhibit
No. 3.3 to the Annual Report on Form 10-K of the Company for the year
ended September 30, 1993).
4.4 Amended Certificate of Designation of Series One Junior Participating
Preferred Stock of the Company (incorporated by reference to Exhibit
No. 3.4 to the Annual Report on Form 10-K of the Company for the year
ended September 30, 1992).
4.5 Certificate of Designation of Series J Preferred Stock of the Company
(incorporated by reference to Exhibit No. 3.7 to the Annual Report on
Form 10-K of the Company for the year ended September 30, 1989).
4.6 Certificate of Designation of Series K Preferred Stock of the Company
(incorporated by reference to Exhibit No. 3.8 to the Annual Report on
Form 10-K of the Company for the year ended September 30, 1989).
4.7 Certificate of Designation of Series L Preferred Stock of the Company
(incorporated by reference to Exhibit No. 3.8 to the Annual Report on
Form 10-K of the Company for the year ended September 30, 1990).
4.10 Stockholder Rights Agreement dated as of March 23, 1988, between the
Company and Morgan Shareholders Services Trust Company, a Rights
Agent (incorporated by reference to Exhibit No. 4.2 to the Annual
Report on Form 10-K of the Company for the year ended September 30,
1993).
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Fulbright & Jaworski L.L.P. (to be included in Exhibit
5.1).
23.2 Consent of Deloitte & Touche LLP.
ITEM 17. UNDERTAKINGS.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the 1933
Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
II-3
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the 1934 Act, that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Company hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the 1934 Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer, or controlling person of the Company in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on October 10, 1995.
BAKER HUGHES INCORPORATED
By: /s/James D. Woods
----------------------
James D. Woods
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Lawrence O'Donnell, III and James D.
Woods or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent of either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the Securities Act of 1933, as amended, this registration
statement and the foregoing Power of Attorney has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman of the Board, October 10, 1995
/s/James D. Woods Chief Executive Officer and
- -------------------- Director
James D. Woods
Senior Vice President and Chief October 10, 1995
/s/Eric L. Mattson Financial Officer
- -------------------- (principal financial officer)
Eric L. Mattson
Controller October 10, 1995
/s/James E. Braun (principal accounting
- -------------------- officer)
James E. Braun
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Lester M. Alberthal, Jr. Director October 10, 1995
- -----------------------------
Lester M. Alberthal, Jr.
/s/Gordon M. Anderson Director October 10, 1995
- -----------------------------
Gordon M. Anderson
/s/Victor G. Beghini Director October 10, 1995
- -----------------------------
Victor G. Beghini
/s/Jack S. Blanton Director October 10, 1995
- -----------------------------
Jack S. Blanton
/s/Harry M. Conger Director October 10, 1995
- -----------------------------
Harry M. Conger
/s/Eunice M. Filter Director October 10, 1995
- -----------------------------
Eunice M. Filter
/s/Joe B. Foster Director October 10, 1995
- -----------------------------
Joe B. Foster
/s/Richard D. Kinder Director October 10, 1995
- -----------------------------
Richard D. Kinder
/s/John F. Maher Director October 10, 1995
- -----------------------------
John F. Maher
/s/Dana G. Mead Director October 10, 1995
- -----------------------------
Dana G. Mead
/s/Donald C. Trauscht Director October 10, 1995
- -----------------------------
Donald C. Trauscht
</TABLE>
II-6
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P. APPEARS HERE]
October 11, 1995
Baker Hughes Incorporated
3900 Essex Lane
Houston, Texas 77027
Ladies and Gentlemen:
We have acted as counsel for Baker Hughes Incorporated, a Delaware
corporation (the "Company"), in connection with its filing with the
Securities and Exchange Commission of a Registration Statement on Form S-3
(the "Registration Statement") with respect to up to 1,000,000 shares (the
"Shares") of the Company's common stock, $1.00 par value per share ("Common
Stock"), including the preferred stock purchase rights associated
therewith, that may be sold by certain selling stockholders named therein
(the "Selling Stockholders") from time to time pursuant to Rule 415 under
the Securities Act of 1933, as amended. Of the shares, 624,383 shares of
Common Stock (the "Initial Shares") were issued to the Selling Stockholders
pursuant to a merger of CTC Acquisition Co., a Texas corporation
("Acquisition"), with and into CTC International Corporation, a Texas
corporation ("CTC") pursuant to the Agreement and Plan of Merger dated as
of August 17, 1995 (the "Agreement"), among the Company, Acquisition, CTC,
and the Selling Shareholders.
We have examined (i) the Restated Certificate of Incorporation and By-
Laws of the Company, each as amended to date, (ii) the Agreement and (iii)
such certificates, statutes and other instruments and documents as we
considered appropriate for purposes of the opinions hereafter expressed.
Based on the foregoing, and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that (i) the Initial
Shares have been duly authorized for issuance and are validly issued, fully
paid and non-assessable and (ii) the Additional Shares have been duly and
validly authorized for issuance and, when issued and paid for in accordance
with the terms of the Agreement, will be duly and validly issued, fully
paid and nonassessable.
<PAGE>
Baker Hughes Incorporated
October 11, 1995
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements made with respect to us under
the caption "Legal Matters" in the Prospectus included as part of the
Registration Statement.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
Fulbright & Jaworski L.L.P.
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Baker Hughes Incorporated on Form S-3 of our reports dated November 16, 1994,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Baker Hughes Incorporated for the year ended September 30, 1994 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
October 10, 1995
