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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
BAKER HUGHES INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[BAKER HUGHES LOGO]
July 16, 1998
Dear Stockholder:
Enclosed is a copy of the opinion of Credit Suisse First Boston Corporation
addressed to the Board of Directors of Western Atlas Inc., which is Appendix C
to the Joint Proxy Statement/Prospectus of Baker Hughes Incorporated and Western
Atlas Inc. dated July 2, 1998. This opinion was inadvertently omitted during the
printing process.
Sincerely,
/s/ LINDA G. SMITH
LINDA G. SMITH
Secretary
Enclosure
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APPENDIX C
[LETTERHEAD OF CREDIT SUISSE FIRST BOSTON CORPORATION]
May 10, 1998
Board of Directors
Western Atlas Inc.
10205 Westheimer Road
Houston, Texas 77042
Members of the Board:
You have asked us to advise you with respect to the fairness to the holders of
the common stock of Western Atlas Inc. ("Western Atlas") from a financial point
of view of the consideration to be received by such holders pursuant to the
terms of the Agreement and Plan of Merger, dated as of May 10, 1998 (the "Merger
Agreement"), by and among Baker Hughes Incorporated ("Baker Hughes"), Baker
Hughes Delaware I, Inc., a wholly owned subsidiary of Baker Hughes ("Merger
Sub"), and Western Atlas. The Merger Agreement provides for, among other things,
the merger of Merger Sub with and into Western Atlas (the "Merger") pursuant to
which each outstanding share of the common stock, par value $1.00 per share, of
Western Atlas (the "Western Atlas Common Stock") will be converted into the
right to receive (i) 2.40 shares of the common stock, par value $1.00 per share,
of Baker Hughes (the "Baker Hughes Common Stock"), if the average of the per
share closing prices of Baker Hughes Common Stock for the 20 consecutive trading
days ending on the fifth trading day prior to the closing date for the Merger
(the "Baker Hughes Share Price") is greater than or equal to $38.25 but less
than or equal to $42.75, (ii) that number of shares of Baker Hughes Common Stock
equal to the quotient obtained by dividing $102.60 by the Baker Hughes Share
Price, if the Baker Hughes Share Price is greater than $42.75 but less than or
equal to $44.75, (iii) 2.293 shares of Baker Hughes Common Stock, if the Baker
Hughes Share Price is greater than $44.75 and (iv) that number of shares of
Baker Hughes Common Stock equal to the quotient obtained by dividing $91.80 by
the Baker Hughes Share Price, if the Baker Hughes Share Price is less than
$38.25; provided that, except as otherwise provided in the Merger Agreement, in
no event will the number of shares of Baker Hughes Common Stock issuable in the
Merger exceed 2.623 notwithstanding that the Baker Hughes Share Price is less
than $35.00 (the number of shares of Baker Hughes Common Stock into which shares
of Western Atlas Common Stock will be so exchanged in the Merger, the "Exchange
Ratio").
In arriving at our opinion, we have reviewed the Merger Agreement and certain
publicly available business and financial information relating to Western Atlas
and Baker Hughes. We have also reviewed certain other information relating to
Western Atlas and Baker Hughes, including financial forecasts, provided to us by
Western Atlas and Baker Hughes, and have met with the managements of Western
Atlas and Baker Hughes to discuss the businesses and prospects of Western Atlas
and Baker Hughes.
We have also considered certain financial and stock market data of Western Atlas
and Baker Hughes, and we have compared those data with similar data for other
publicly held companies in businesses similar to Western Atlas and Baker Hughes,
and we have considered, to the extent publicly available, the financial terms of
certain other business combinations and other transactions which have recently
been effected. We also considered such other information, financial studies,
analyses and investigations and financial, economic and market criteria which we
deemed relevant.
In connection with our review, we have not assumed any responsibility for
independent verification of any of the foregoing information and have relied on
its being complete and accurate in all material respects. With respect to the
financial forecasts, we have assumed that such forecasts have been reasonably
prepared on bases reflecting the best currently available estimates and
judgments of the managements of Western Atlas and Baker Hughes as to the future
financial performance of Western Atlas and Baker Hughes and the potential
synergies and strategic benefits (including the amount, timing and achievability
thereof) anticipated to result
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Board of Directors
Western Atlas Inc.
May 10, 1998
Page 2
from the Merger. We also have assumed, with your consent, that the Merger will
be treated as a pooling of interests in accordance with generally accepted
accounting principles and as a tax-free reorganization for federal income tax
purposes. In addition, we have not been requested to make, and have not made, an
independent evaluation or appraisal of the assets or liabilities (contingent or
otherwise) of Western Atlas and Baker Hughes, nor have we been furnished with
any such evaluations or appraisals. Our opinion is necessarily based upon
information available to us, and financial, economic, market and other
conditions as they exist and can be evaluated, on the date hereof. We are not
expressing any opinion as to the actual value of the Baker Hughes Common Stock
when issued pursuant to the Merger or the prices at which the Baker Hughes
Common Stock will trade subsequent to the Merger. In connection with our
engagement, we were not requested to, and we did not, solicit third party
indications of interest in acquiring all or any part of Western Atlas.
We have acted as financial advisor to Western Atlas in connection with the
Merger and will receive a fee for such services, a significant portion of which
is contingent upon the consummation of the Merger. We also will receive a fee
upon the delivery of this opinion. We have in the past provided financial
services to Western Atlas and Baker Hughes and are currently providing financial
services to Western Atlas unrelated to the proposed Merger, for which services
we have received and will receive compensation. In the ordinary course of its
business, Credit Suisse First Boston and its affiliates may actively trade the
debt and equity securities of both Western Atlas and Baker Hughes for their own
accounts and for the accounts of customers and, accordingly, may at any time
hold long or short positions in such securities.
It is understood that this letter is for the information of the Board of
Directors of Western Atlas in connection with its evaluation of the Merger, does
not constitute a recommendation to any stockholder as to how such stockholder
should vote with respect to the Merger, and is not to be quoted or referred to,
in whole or in part, in any registration statement, prospectus or proxy
statement, or in any other document used in connection with the offering or sale
of securities, nor shall this letter be used for any other purposes, without our
prior written consent.
Based upon and subject to the foregoing, it is our opinion that, as of the date
hereof, the Exchange Ratio is fair to the holders of Western Atlas Common Stock
from a financial point of view.
Very truly yours,
CREDIT SUISSE FIRST BOSTON CORPORATION
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