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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): SEPTEMBER 6, 2000
BAKER HUGHES INCORPORATED
(Exact name of registrant as specified in charter)
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DELAWARE 1-9397 76-0207995
(State of Incorporation) (Commission File No.) I.R.S. Employer Identification No.)
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3900 ESSEX LANE, HOUSTON, TEXAS 77027
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 439-8600
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ITEM 5. OTHER EVENTS.
On September 6, 2000, Baker Hughes Incorporated, a Delaware corporation
(the "Company"), announced the signing of a definitive Master Formation
Agreement (the "MFA") with Schlumberger Limited, a Netherlands Antilles
corporation ("Schlumberger"), and certain wholly owned subsidiaries of
Schlumberger, for the purpose of creating a seismic venture to be called Western
GECO. The Company had previously announced the signing of a Memorandum of
Understanding regarding the seismic venture on May 31, 2000. The transaction is
expected to be completed before the end of the year and is subject to regulatory
approvals.
Under the terms of the MFA, the Company and Schlumberger will create a
venture that will own the seismic acquisition assets, data processing assets,
multi-client seismic libraries, and other assets of Western Geophysical and
GECO-Prakla, respectively. In addition, the Company will receive from
Schlumberger approximately $500 million in cash. The transaction also will allow
the Company to make certain working capital reductions valued at approximately
$100 million. The Company and Schlumberger will respectively own 30% and 70% of
the venture, which will operate under the name Western GECO.
A copy of the MFA, the form of related Shareholders' Agreement and the
press release announcing the singing of the MFA are filed as Exhibits 2.1, 10.1
and 99.1, respectively, hereto and are hereby incorporated by reference.
ITEM 7. EXHIBITS.
(c) Exhibits
2.1 - Master Formation Agreement dated September 6, 2000,
by and among Schlumberger Limited, Baker Hughes
Incorporated and certain wholly owned subsidiaries of
Schlumberger.
10.1 - Form of Shareholders' Agreement by and among
Schlumberger Limited, Baker Hughes Incorporated and
the other parties listed on the signature pages
thereto.
99.1 - Press Release of the Company dated September 6, 2000,
announcing the signing of the Master Formation
Agreement with Schlumberger and certain wholly owned
subsidiaries of Schlumberger for the purpose of
creating a seismic venture to be called Western GECO.
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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.
BAKER HUGHES INCORPORATED
Dated: September 7, 2000 By: /s/ Daniel J. Churay
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Daniel J. Churay
Assistant Secretary
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INDEX TO EXHIBITS
NUMBER EXHIBIT
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2.1 - Master Formation Agreement dated September 6, 2000,
by and among Schlumberger Limited, Baker Hughes
Incorporated and certain wholly owned subsidiaries of
Schlumberger.
10.1 - Form of Shareholders' Agreement by and among
Schlumberger Limited, Baker Hughes Incorporated and
the other parties listed on the signature pages
thereto.
99.1 - Press Release of the Company dated September 6, 2000,
announcing the signing of the Master Formation
Agreement with Schlumberger and certain wholly owned
subsidiaries of Schlumberger for the purpose of
creating a seismic venture to be called Western GECO.
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