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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BAKER HUGHES INCORPORATED
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(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
057224 10 7
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(CUSIP Number)
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JAMES E. BRASHER
WESTERN ATLAS INC.
10205 WESTHEIMER ROAD
HOUSTON, TX 77042-3115
(713) 972-4000
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(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
JULY 22, 1998
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(Date of Event Which Requires Filing of This
Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: / /.
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SCHEDULE 13D
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CUSIP NO. 057224 10 7 Page 2 of 7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WESTERN ATLAS INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY / /
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4 SOURCE OF FUNDS
BK, WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
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7
SOLE VOTING POWER
33,772,146
NUMBER OF
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8
SHARES SHARED VOTING POWER
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BENEFICIALLY
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9
OWNED BY SOLE DISPOSITIVE POWER
33,772,146
EACH
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10
REPORTING SHARED DISPOSITIVE POWER
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PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
33,772,146
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
This Amendment to Statement on Schedule 13D (this "Amendment")
relates to the common stock, par value $1.00 per share (the "Baker Hughes Common
Stock"), of Baker Hughes Incorporated, a Delaware corporation ("Baker Hughes" or
the "Issuer") and amends the Statement on Schedule 13D filed by Western Atlas
(as defined below) on May 20, 1998. Unless otherwise defined, capitalized terms
used herein have the meanings ascribed to them in the original Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
The response to Item 4 is hereby amended by adding the following:
On July 22, 1998, Baker Hughes, Merger Sub and Western Atlas entered into
an Amendment to the Agreement and Plan of Merger (the "Amendment"). Pursuant to
the Amendment, (i) Western Atlas no longer has the option to terminate the
Merger Agreement based on the Baker Hughes Share Price (as defined in the Merger
Agreement) being less than $35.00, (ii) the Exchange Ratio continues to adjust
to maintain the value (based on the Baker Hughes Share Price) of the Baker
Hughes Common Stock issued for each share of Western Atlas Common Stock at
$91.80 as long as the Baker Hughes Share Price is greater than or equal to
$34.00 (as compared to $35.00 in the Merger Agreement prior to the execution of
the Amendment) and less than $38.25 and (iii) if the Baker Hughes Share Price is
below $34.00, the Exchange Ratio will be fixed at 2.7. All other terms of the
Merger Agreement remain in place, unaffected by the Amendment. The foregoing
description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the Amendment, a copy of which is attached hereto
as Exhibit 3, and is incorporated herein by reference.
As a result of the Amendment, the calculation of the Exchange Ratio
will be as follows: The Exchange Ratio will be 2.4 if the Baker Hughes Share
Price is greater than or equal to $38.25 and less than or equal to $42.75. If
the Baker Hughes Share Price is greater than $42.75 and less than or equal to
$44.75, the Exchange Ratio adjusts to maintain the value (based on the Baker
Hughes Share Price) of the Baker Hughes Common Stock issued for each share of
Western Atlas Common Stock at $102.60 and is equal to that fraction, rounded to
the nearest thousandth, or if there shall not be a nearest thousandth, to the
next lower thousandth, equal to the quotient obtained by dividing $102.60 by the
Baker Hughes Share Price. If the Baker Hughes Share Price exceeds $44.75, the
Exchange Ratio is fixed at 2.293. If the Baker Hughes Share Price is greater
than or equal to $34.00 and less than $38.24, the Exchange Ratio adjusts to
maintain the value (based on the Baker Hughes Share Price) of the Baker Hughes
Common Stock issued for each share of Western Atlas Common Stock at $91.80 and
is equal to that fraction, rounded to the nearest thousandth, or if there shall
not be a nearest thousandth, to the next higher thousandth, equal to the
quotient obtained by dividing $91.80 by the Baker Hughes Share Price. If the
Baker Hughes Share Price is less than $34.00, the Exchange Ratio is fixed at
2.7.
Except as set forth in this Amendment and the Schedule 13D, Western
Atlas has no plans or proposals that relate to or would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
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ITEM 5. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 5 is hereby amended by adding the following:
3. Amendment to Agreement and Plan of Merger, dated as of July 22,
1998, by and among Western Atlas Inc., Baker Hughes Incorporated and
Baker Hughes Delaware I, Inc.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated as of: July 27, 1998
WESTERN ATLAS INC.
By: /s/ John R. Russell
Name: John R. Russell
Title: President
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INDEX OF EXHIBITS
1.* Agreement and Plan of Merger, dated as of May 10, 1998, by and
among Western Atlas Inc., Baker Hughes Incorporated and Baker Hughes
Delaware I, Inc.
2.* Stock Option Agreement, dated as of May 10, 1998, by and among
Baker Hughes Incorporated, as Grantor, and Western Atlas Inc. as
Grantee.
3. Amendment to Agreement and Plan of Merger, dated as of July 22,
1998, by and among Western Atlas Inc., Baker Hughes Incorporated and
Baker Hughes Delaware I, Inc.
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* Previously filed.
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Exhibit 3
AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT (the "Amendment") dated as of July 22, 1998 is among
Baker Hughes Incorporated, a Delaware corporation ("Parent"), Baker Hughes
Delaware I, Inc., a Delaware corporation and a direct, wholly owned subsidiary
of Parent ("Merger Sub"), and Western Atlas Inc., a Delaware corporation (the
"Company").
RECITALS
WHEREAS, Parent, Merger Sub and the Company are parties to an
Agreement and Plan of Merger dated as of May 10, 1998 (the "Merger Agreement");
and
WHEREAS, Parent, Merger Sub and the Company wish to amend the Merger
Agreement pursuant to Section 10.5 thereto, and the respective Boards of
Directors of Parent, Merger Sub and the Company have approved and adopted this
Amendment;
NOW, THEREFORE, the parties agree to amend the Merger Agreement as
follows:
Section 1. Amendment of the Merger Agreement.
(a) Clause (iv) and the proviso at the end of Section 4.1(c) of the
Merger Agreement are amended and restated in their entirety to read as follows:
(iv) if the Parent Share Price is greater than or equal to $34.00 but
less than $38.25, that fraction, rounded to the nearest thousandth,
or if there shall not be a nearest thousandth, to the next higher
thousandth, equal to the quotient obtained by dividing $91.80 by the
Parent Share Price; and (v) if the Parent Share Price is less than
$34.00, 2.7.
(b) Section 9.3(d) of the Merger Agreement is deleted.
Section 2. Miscellaneous.
(a) Except as expressly set forth herein, all the provisions of the
Merger Agreement are hereby ratified and confirmed by the parties and shall
remain in full force and effect. All references in the Merger Agreement to "this
Agreement" shall be read as references to the Merger Agreement, as amended by
this Amendment, but references to the date of the Agreement shall remain
references to May 10, 1998.
(b) This Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware, without regarding to its rules of
conflict of laws.
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(c) This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
Each counterpart may consist of a number of copies hereof each signed by less
than all, but together signed by all of the parties hereto.
(d) Headings of the Sections of this Amendment are for the
convenience of the parties only, and shall be given no substantive or
interpretative effect whatsoever.
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IN WITNESS WHEREOF, the parties have executed this Amendment and
caused the same to be duly delivered on their behalf on the day and year first
written above.
BAKER HUGHES INCORPORATED
By: /s/ Max L. Lukens
Name: Max L. Lukens
Title: Chairman, President & CEO
BAKER HUGHES DELAWARE I, INC.
By: /s/ Lawrence O'Donnell III
Name: Lawrence O'Donnell III
Title: Vice President
WESTERN ATLAS INC.
By: /s/ William H. Flores
Name: William H. Flores
Title: Senior Vice President
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