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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15 (d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): April 13, 1995
BJ SERVICES COMPANY
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 1-10570 63-0084140
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER IDENTIFICATION
OF INCORPORATION) NO.)
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5500 N.W. Central Dr.
Houston, Texas 77092
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
(713) 462-4239
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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INFORMATION TO BE INCLUDED IN REPORT
ITEM 5. OTHER EVENTS
Filed as Exhibit 99.1 hereto is the registrant's press release,
dated April 13, 1995, announcing the approval and adoption of the Agreement
and Plan of Merger, dated as of November 17, 1994, between BJ Services Company
("BJ Services") and The Western Company of North America, a Delaware
corporation ("Western"), as amended as of March 7, 1995 (the "Merger
Agreement"), by the stockholders of BJ Services and Western at the Special
Meetings of such stockholders held April 13, 1995 and the consummation on such
date of the merger of Western with and into BJ Services.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit
Number Description
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99.1 Press Release dated April 13, 1995 of BJ Services
Company
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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.
BJ SERVICES COMPANY
Dated: April 14, 1995 By: /s/ Margaret B. Shannon
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Margaret B. Shannon
Vice President and
General Counsel
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EXHIBIT INDEX
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Exhibit
Number Description
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<S> <C>
99.1 Press Release dated April 13, 1995 of BJ Services Company
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EXHIBIT 99.1
PRESS RELEASE
Contact: Mike McShane (713) 462-4239
[BJ SERVICES LOGO]
5500 N.W. Central Drive
Houston, Texas 77092
Release: Immediately
BJ SERVICES AND THE WESTERN COMPANY OF NORTH AMERICA
COMPLETE MERGER
Houston, Texas, April 13, 1995 - BJ Services Company (BJS-NYSE, CBOE) and The
Western Company of North America (WSN-NYSE) completed their merger in a
transaction valued at approximately $519 million.
Stockholders of both companies approved merger-related proposals at meetings
held today. As of the close of trading on April 13, 1995, Western Common Stock
is no longer transferable and will cease trading on the New York Stock
Exchange. Stockholders of Western will receive at their election and subject to
proration procedures, either $20 in cash or 1.0028 shares of BJ Services common
stock plus in either case .2 warrants to purchase BJ Services common stock for
each share of Western stock.
Based upon elections received as of April 11, 1995, which was the deadline for
exercising the election, 91.6% of Western's shares elected for an exchange into
BJ Services common stock. These election results are preliminary and a final
proration will be completed on or about April 26, 1995. The proration
procedures will result in BJ Services paying (excluding the warrants)
approximately 50% of the merger consideration in cash and approximately 50% in
BJ Services common stock.
Chairman and Chief Executive Officer J.W. Stewart commented "We are pleased to
have completed this transaction with the overwhelming support of the
shareholders of both BJ Services and The Western Company. We are already well
on our way with the combination effort and expect to continue to meet the
milestones of our combination plan. The strengths of these two companies are
extremely complementary and the combined company will be a significantly more
efficient and capable provider of services to the oil and gas industry."
BJ Services Company is a leading provider of pressure pumping and related
services to the petroleum industry.
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(NOT INTENDED FOR DISTRIBUTION TO BENEFICIAL OWNERS)
