<PAGE> 1
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):
July 19, 2000
Baker Hughes Incorporated
(Exact name of registrant as specified in charter)
Delaware 1-9397 76-0207995
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
3900 Essex Lane, Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 439-8600
<PAGE> 2
ITEM 5. OTHER EVENTS.
On July 19, 2000, the Board of Directors of Baker Hughes Incorporated
(the "Company") elected Michael E. Wiley to be the Company's Chairman of the
Board, President and Chief Executive Officer effective as of August 14, 2000.
Mr. Wiley was elected as a Director effective as of August 14, 2000 to serve as
a Class III Director for the remainder of the term, which is scheduled to expire
at the 2003 Annual Meeting of Stockholders of the Company. Joe B. Foster will
remain interim Chairman, President and Chief Executive Officer until August 14,
2000.
Joe B. Foster and Lester M. Alberthal each tendered their resignations
as Class II Directors of the Company effective as of August 14, 2000, subject to
acceptance by the Board of Directors. Mr. Wiley and the Board of Directors
requested that Messrs. Foster and Alberthal continue to serve as Directors of
the Company until the 2001 Annual Meeting of Stockholders of Company to provide
continuity and an orderly transition process; thus, the Board of Directors
rejected their respective resignations. Messrs. Foster and Alberthal have agreed
to continue to serve as Class II Directors of the Company.
A copy of the press release is filed as Exhibit 99.1 hereto and is
hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 - Press Release of the Company dated July 19, 2000,
announcing the election of Mr. Wiley as Chairman of the Board,
President and Chief Executive Officer.
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
Date: July 25, 2000 By: /s/ Daniel J. Churay
--------------------------------
Daniel J. Churay
Assistant Secretary
<PAGE> 3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
99.1 - Press Release of the Company dated July 19, 2000, announcing the
election of Mr. Wiley as Chairman of the Board, President and Chief
Executive Officer.