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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 1995.
REGISTRATION NO. 33-58017
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-4
ON FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BJ SERVICES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 63-0084140
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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5500 NORTHWEST CENTRAL DRIVE
HOUSTON, TEXAS 77092
(713) 462-4239
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MARGARET BARRETT SHANNON
VICE PRESIDENT - GENERAL COUNSEL
5500 NORTHWEST CENTRAL DRIVE
HOUSTON, TEXAS 77092
(713) 462-4239
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
ANDREWS & KURTH L.L.P.
4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002
G. MICHAEL O'LEARY, ESQ.
(713) 220-4200
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Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /______
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /_____
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED_______
4,897,000 SHARES OF
BJ SERVICES COMPANY
COMMON STOCK, PAR VALUE $0.10 PER SHARE,
ISSUABLE UPON EXERCISE OF WARRANTS
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------
BJ Services Company, a Delaware corporation (the "Company" or "BJ
Services"), is offering up to shares (the "Shares") of its Common Stock, par
value $0.10 per share ("BJ Common Stock"), issuable upon the exercise of
outstanding warrants ("BJ Warrants") to purchase BJ Common Stock. The Shares of
BJ Common Stock offered hereby include the associated preferred share purchase
rights ("BJ Rights"). The BJ Common Stock and the BJ Warrants are listed on the
NYSE under the trading symbols "BJS" and "BJS WS," respectively.
Each BJ Warrant entitles the holder thereof to purchase one share of BJ
Common Stock at a purchase price of $30.00 per share (the "Exercise Price"). The
Exercise Price and the number of shares of BJ Common Stock issuable upon
exercise of each BJ Warrant are subject to adjustment upon the occurrence of
certain events, as described in and governed by the Warrant Agreement dated
April 13, 1995, between BJ Services and First Chicago Trust Company of New York,
as Warrant Agent (the "Warrant Agreement"). Prior to the purchase of BJ Common
Stock upon the exercise of a BJ Warrant, the holder of a BJ Warrant will have
none of the rights or privileges of a stockholder of BJ Services.
The Shares of BJ Common Stock are offered hereunder in accordance with the
Warrant Agreement on a continuous basis until the close of business on April 13,
2000.
THE SALE OF THE SHARES HAS NOT BEEN REGISTERED BY THE COMPANY UNDER THE
SECURITIES LAWS OF ANY STATE AS OF THE DATE OF THIS PROSPECTUS. BROKERS OR
DEALERS EFFECTING TRANSACTIONS IN THE SHARES SHOULD CONFIRM THE REGISTRATION
THEREOF UNDER THE SECURITIES LAWS OF THE STATES IN WHICH SUCH TRANSACTIONS
OCCUR, OR THE EXISTENCE OF ANY EXEMPTION FROM REGISTRATION.
------------------------------------
The date of this Prospectus is___________________.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
********************************************************************************
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AVAILABLE INFORMATION
BJ Services is currently subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). All such information may be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the
following Regional Offices of the Commission: Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60621; and New York Regional
Office, 7 World Trade Center, New York, New York 10048. Copies of such material
may also be obtained at prescribed rates from the Public Reference Section of
the Commission at its principal office at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549. In addition, the BJ Common Stock, the BJ Warrants
and the 12 7/8% Senior Notes due December 1, 2002, are listed for trading on the
NYSE, and such information may also be inspected at the offices of the NYSE, 20
Broad Street, New York, New York 10005.
BJ Services has filed with the Commission, a Registration Statement on
Form S-4, as amended by Post-Effective Amendment No. 1 and by Post-Effective
Amendment No. 2 on Form S-3 (herein, together with all amendments and exhibits,
referred to as the "Registration Statement"), under the Securities Act of 1933,
as amended (the "Securities Act"), with respect to the BJ Common Stock, BJ
Rights and BJ Warrants offered by this Prospectus. This Prospectus, which is a
part of the Registration Statement, does not contain all the information set
forth in the Registration Statement, certain parts of which have been omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to BJ Services and the BJ Common Stock, BJ Rights and
BJ Warrants, reference is made to the Registration Statement and the schedules
and exhibits filed as a part thereof. Statements made in this Prospectus as to
the contents of any contract, agreement or other document referred to are not
necessarily complete with respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement; reference is made to
the exhibit for a more complete description of the matter involved, and each
such statement is qualified in its entirety by such reference. The Registration
Statement may be inspected, without charge, at the Commission's principal office
in Washington, D.C., and copies may be obtained from the Commission at the
prescribed rates or may be examined without charge at the public reference
facilities of the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
BJ Services incorporates herein by reference the following documents:
(a) Annual Report on Form 10-K for the fiscal year ended September
30, 1995; and
(b) The description of the BJ Common Stock contained in the
Registration Statement on Form 8-A (Registration No. 1-10570), as amended,
under the Exchange Act; the description of the Company's preferred share
purchase rights included in the Company's Registration Statement on Form
8-A/A dated September 30, 1994; and the description of the Series Two
Junior Participating Preferred Stock of the Company included in the
Company's Registration Statement on Form 8-A/A dated September 30, 1994.
All reports and documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement contained herein or in a
document all or a portion of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
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THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. BJ SERVICES HEREBY UNDERTAKES TO PROVIDE
WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF
THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH
PERSON, A COPY OF ANY AND ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN
OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO
SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
INTO SUCH DOCUMENTS). SUCH REQUESTS FOR DOCUMENTS SHOULD BE DIRECTED TO BJ
SERVICES COMPANY, 5500 NORTHWEST CENTRAL DRIVE, HOUSTON, TEXAS 77092, ATTENTION:
CORPORATE COMMUNICATIONS MANAGER, TELEPHONE NUMBER (713) 462-4239.
No person is authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to purchase, any of the securities offered by this Prospectus, or the
solicitation of a proxy, in any jurisdiction in which, or to any person to whom,
it is unlawful to make such offer or solicitation of an offer or proxy
solicitation. Neither the delivery of this Prospectus nor any distribution of
the securities offered hereby shall, under any circumstances, create any
implication that the information contained herein is correct as of any time
subsequent to the date hereof or that there has been no change in the affairs of
the BJ Services since the date hereof.
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SUMMARY
The following is a summary of certain information contained elsewhere or
incorporated by reference in this Prospectus and does not purport to be
complete. Reference is made to, and this Summary is qualified in its entirety
by, the more detailed information contained elsewhere or incorporated by
reference in this Prospectus. Unless otherwise defined herein, capitalized terms
used in this summary have the respective meanings ascribed to them elsewhere in
this Prospectus. References in this Prospectus to "BJ Services" and "the
Company" are to BJ Services Company and its subsidiaries, which include former
subsidiaries of The Western Company of North America ("Western") following
merger of Western with and into the Company as of April 13, 1995.
THE COMPANY
BJ Services is a leading provider of pressure pumping and other oilfield
services serving the petroleum industry worldwide. Pressure pumping services
offered by BJ Services consist of well cementing and stimulation services used
in the completion of new oil and natural gas wells and in remedial work on
existing wells, both onshore and offshore. These services are provided through
domestic and international locations to customers in most of the major oil and
natural gas producing regions of the United States, Latin America, Europe, Asia,
Africa and the Middle East. BJ Services also provides production and industrial
chemicals to the oil, gas, refining and petrochemical industries in the United
States. The principal executive offices of BJ Services are located at 5500
Northwest Central Drive, Houston, Texas 77092, and its telephone number is (713)
462-4239.
DESCRIPTION OF CAPITAL STOCK OF BJ SERVICES
The Certificate of Incorporation of BJ Services (the "Charter"), as
amended, authorizes the issuance of 80,000,000 shares of common stock, par value
$0.10 per share, and 5,000,000 shares of preferred stock, par value $1.00 per
share, including 400,000 authorized shares of Series Two Junior Participating
Preferred Stock, par value $1.00 per share ("BJ Preferred Stock"), issuable upon
exercise of the BJ Rights associated with the BJ Common Stock.
BJ Common Stock. The holders of shares of BJ Common Stock are entitled to
one vote for each share held on all matters submitted to a vote of common
stockholders. The BJ Common Stock does not have cumulative voting rights.
Each share of BJ Common Stock is entitled to participate equally in
dividends, if, as and when declared by BJ Services' Board of Directors, and in
the distribution of any assets in the event of liquidation, subject in all cases
to any prior claims and prior rights of outstanding shares of preferred stock.
The shares of BJ Common Stock have no preemptive or conversion rights,
redemption provisions or sinking fund provisions. The outstanding shares of BJ
Common Stock are duly and validly issued, fully paid and nonassessable.
Preferred Stock. The Charter authorizes BJ Services' Board of Directors to
establish by resolution one or more series of preferred stock having such number
of shares, designation, relative voting rights, dividend rates, liquidation and
other rights, preferences and limitations as may be fixed by the Board of
Directors without any further stockholder approval. BJ Services' Board of
Directors has established the BJ Preferred Stock with 400,000 currently
authorized shares, none of which were outstanding as of the date of this
Prospectus.
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TRADING MARKETS AND DIVIDEND POLICY
Trading Markets. BJ Common Stock is traded on the NYSE under the symbol
"BJS," and the BJ Warrants are traded on the NYSE under the symbol "BJS WS."
BJ Services Dividend Policy. BJ Services does not currently intend to pay
dividends on its outstanding shares of BJ Common Stock, and there can be no
assurance that it will pay dividends at any time in the future. It is
anticipated that for the foreseeable future any earnings generated from
operations will be retained for use in BJ Services' business. Any future
determination as to the payment of dividends will be at the discretion of the BJ
Services Board of Directors and will depend upon BJ Services' operating results,
financial condition and capital requirements, and such other factors as the
Board of Directors may deem relevant.
The Company's Note Agreements governing its 9.2% Senior Notes due August
1, 1998 and its Bank Credit Facility with a group of lenders each restrict
the payment of dividends unless certain financial tests are satisfied.
DESCRIPTION OF THE WARRANT AGREEMENT
General. The BJ Warrants were issued under a Warrant Agreement dated April
13, 1995, between BJ Services and First Chicago Trust Company of New York, as
Warrant Agent (the "Warrant Agent"). The description of the Warrant Agreement
contained in this Prospectus is qualified in its entirety by reference to the
Warrant Agreement and the form of Warrant Certificate, copies of which are filed
as exhibits to the Registration Statement of which this Prospectus is a part and
which are incorporated herein in their entirety by this reference. Each BJ
Warrant entitles the registered holder thereof (the "holder"), subject to and
upon compliance with the provisions thereof and of the Warrant Agreement, at
such holder's option, prior to the close of business on April 13, 2000 (the
"Expiration Date"), to purchase the number of shares of BJ Common Stock set
forth therein at an initial Exercise Price of $30.00 per share, with the number
of such shares and the Exercise Price to be subject to adjustment as described
below.
At any time and prior to the close of business on the Expiration Date, any
Warrant Certificate may be transferred, split up, combined or exchanged for
another Warrant Certificate, entitling the registered holder to purchase a like
number of shares of BJ Common Stock as the Warrant Certificate surrendered then
entitled such holder to purchase. Any registered holder desiring to transfer,
split up, combine or exchange any Warrant Certificate must make such request in
writing delivered to the Warrant Agent, and must surrender the Warrant
Certificate to be transferred, split up, combined or exchanged at the principal
office of the Warrant Agent. Thereupon the Warrant Agent will countersign and
deliver to the person entitled thereto a Warrant Certificate as so requested. BJ
Services may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer, split
up, combination or exchange of Warrant Certificates, together with reimbursement
to BJ Services and the Warrant Agent of all reasonable expenses incidental
thereto.
Holders of BJ Warrants are not entitled to vote, receive dividends or
distributions on, or be deemed for any purpose the holder of, BJ Common Stock or
any other securities of BJ Services which may at any time be issuable on the
exercise or conversion of the BJ Warrants. Nothing contained in the Warrant
Agreement or in any Warrant Certificate shall be construed to confer upon the
holder of any Warrant Certificate any rights of a stockholder of BJ Services or
any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders, or to receive dividends or distributions or subscription rights,
or otherwise, until the BJ Warrant or BJ Warrants evidenced by such Warrant
Certificate shall have been exercised in accordance with the provisions of the
Warrant Agreement.
Adjustments of Exercise Price, Number of Shares or Number of Warrants. The
Exercise Price, the number of shares covered by each BJ Warrant and the number
of BJ Warrants outstanding are subject to adjustment from time to time.
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If, at any time prior to the close of business on the Expiration Date, BJ
Services (i) declares a dividend on shares of BJ Common Stock payable in shares
of any class of capital stock of BJ Services, (ii) subdivides the outstanding
shares of BJ Common Stock into a greater number of shares of BJ Common Stock,
(iii) combines the outstanding shares of BJ Common Stock into a smaller number
of shares of BJ Common Stock, or (iv) issues any shares of capital stock in a
reclassification of shares of BJ Common Stock (including any such
reclassification in connection with a consolidation or merger in which BJ
Services is the continuing corporation), the Exercise Price in effect at the
time of the record date for such dividend or distribution or of the effective
date of such subdivision, combination or reclassification, and the number and
kind of shares of capital stock issuable on such date, shall be proportionately
adjusted so that the holder of any BJ Warrant exercised after such time shall be
entitled to receive the aggregate number and kind of shares of capital stock
which, if such BJ Warrant had been exercised immediately prior to such date and
at a time when the BJ Common Stock transfer books of BJ Services were open, such
holder would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination or reclassification.
If BJ Services fixes a record date for the issuance of rights, options or
warrants to all holders of BJ Common Stock (such rights, options or warrants not
being available to holders of BJ Warrants) entitling them (for a period expiring
within 45 calendar days after such date of issue) to subscribe for or purchase
BJ Common Stock (or securities convertible into or exercisable or exchangeable
for BJ Common Stock), other than Permitted Issuances (as defined below), at a
price per share of BJ Common Stock (or having a conversion, exercise or exchange
price per share of BJ Common Stock, in the case of a security convertible into
or exercisable or exchangeable for BJ Common Stock) less than the Current Market
Price (as defined in Section 10(f) of the Warrant Agreement) per share of BJ
Common Stock on such record date, the Exercise Price to be in effect after such
record date shall be determined by multiplying the Exercise Price in effect
immediately prior to such record date by a fraction of which the numerator shall
be the number of shares of BJ Common Stock outstanding on such record date plus
the number of shares of BJ Common Stock which the aggregate offering price of
the total number of shares of BJ Common Stock so to be offered (or the aggregate
initial conversion, exercise or exchange price of the convertible, exercisable
or exchangeable securities so to be offered) would purchase at such Current
Market Price and of which the denominator shall be the number of shares of BJ
Common Stock outstanding on such record date plus the number of additional
shares of BJ Common Stock to be offered for subscription or purchase (or into
which the convertible, exercisable or exchangeable securities so to be offered
are initially convertible, exercisable or exchangeable). In case such
subscription price may be paid in a consideration part or all of which shall be
in a form other than cash, the value of such consideration shall be as
determined in good faith by the Board of Directors of BJ Services, whose
determination shall be described in a statement filed with the Warrant Agent.
Such adjustment shall be made successively whenever such a record date is fixed,
and if such rights or warrants are not so issued the Exercise Price shall be
adjusted to be the Exercise Price which would then be in effect if such record
date had not been fixed. "Permitted Issuances" shall mean any and all issuances
of shares of BJ Common Stock or rights, options or warrants entitling the
holders thereof to subscribe for or purchase BJ Common Stock (or securities
convertible into or exercisable or exchangeable for BJ Common Stock) pursuant to
any stock option, stock purchase or other employee or director benefit plan of
BJ Services or any of its subsidiaries approved by stockholders.
If BJ Services fixes a record date for the making of a dividend or
distribution (other than aggregate cash dividends and distributions not in
excess of $1.50 per share of BJ Common Stock for the fiscal year ended
September 30, 1996 and for each 12-month period thereafter payable out of
retained earnings or earned surplus) to all holders of BJ Common Stock
(including any distribution made in connection with a consolidation or merger
in which BJ Services is the continuing corporation) or evidences of
indebtedness or assets or subscription rights or warrants (excluding those
referred to in the foregoing paragraph), the Exercise Price to be in effect
after such record date will be determined by multiplying the Exercise Price in
effect immediately prior to such record date by a fraction of which the
numerator shall be the Current Market Price per share of BJ Common Stock on
such record date, less the fair market value (as determined in good faith by
the Board of Directors of BJ Services, whose determination shall be described
in a statement filed with the Warrant Agent) of such distribution applicable to
one share of BJ Common Stock, and of which the denominator shall be such
Current Market Price per share of BJ Common Stock. Such adjustment will be made
successively whenever such a record date is fixed, and if such distribution is
not so made the Exercise Price shall again be adjusted to be the Exercise Price
which would then be in effect if such record date had not been fixed.
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In case a tender offer (a "Tender Offer") made by BJ Services or any of
its subsidiaries for all or any portion of the BJ Common Stock shall expire (the
"Expiration Time") and the Tender Offer (as amended upon the expiration thereof)
shall require the payment to stockholders based on the acceptance (up to any
maximum specified in the terms of the Tender Offer) of Purchased Shares (as
defined below) of an aggregate of the cash plus other consideration having a
fair market value (as determined by the Board of Directors of BJ Services) as of
the Expiration Time of such Tender Offer that combined with the aggregate of the
cash plus the fair market value (as determined by such Board of Directors) of
consideration payable in respect of any other tender offer (determined as of the
Expiration Time of such other tender offer) by BJ Services or any of its
subsidiaries for all or any portion of the BJ Common Stock expiring within the
12 months preceding the expiration of the Tender Offer and in respect of which
no adjustment pursuant to this paragraph has been made exceeds 12.5% of the
product of the Current Market Price per share of the BJ Common Stock as of the
Expiration Time of the Tender Offer multiplied by the number of shares of BJ
Common Stock outstanding (including any shares tendered and not withdrawn) at
the Expiration Time of the Tender Offer, then, and in each such case,
immediately prior to the opening of business on the first trading day after the
date of the Expiration Time of the Tender Offer, the Exercise Price shall be
adjusted to equal the price determined by multiplying the Exercise Price in
effect immediately prior to the close of business on the date of the Expiration
Time of the Tender Offer by a fraction (A) the numerator of which shall be equal
to (x) the product of (i) the Current Market Price per share of the BJ Common
Stock as of the Expiration Time of the Tender Offer and (ii) the number of
shares of BJ Common Stock outstanding (including any shares tendered and not
withdrawn) at the Expiration Time of the Tender Offer less (y) the amount of
cash plus the fair market value (determined as aforesaid) of the aggregate
consideration payable to stockholders based on the acceptance (up to any maximum
specified in the terms of the Tender Offer) of Purchased Shares, and (B) the
denominator of which shall be equal to the product of (x) the Current Market
Price per share of the BJ Common Stock as of the Expiration Time of the Tender
Offer and (y) the number of shares of BJ Common Stock outstanding (including any
shares tendered and not withdrawn) as of the Expiration Time of the Tender Offer
less the number of all shares validly tendered and not withdrawn as of the
Expiration Time of the Tender Offer, and accepted for purchase up to any
maximum. The term "Purchased Shares" shall mean such shares as are deemed so
accepted for purchase up to any maximum.
If the BJ Rights outstanding under the BJ Rights Agreement (as defined
below) become exercisable for shares of BJ Preferred Stock or other property,
the Exercise Price and the number of and kind of securities or other property
issuable upon exercise of each BJ Warrant will be appropriately adjusted so
that the holder of any BJ Warrant exercised after such time will be entitled to
receive the aggregate number and kind of shares of BJ Preferred Stock or other
property which would have been issuable under the BJ Rights that would have
been attached to the shares of BJ Common Stock for which such BJ Warrant was
exercisable immediately prior to the BJ Rights having become exercisable, upon
payment of the same consideration, if any, payable under such BJ Rights for
such shares or other property.
Except as otherwise provided in the Warrant Agreement, upon each
adjustment of the Exercise Price, each BJ Warrant outstanding immediately prior
to the making of such adjustment will thereafter evidence the right to purchase,
at the adjusted Exercise Price, that number of shares (calculated to the nearest
ten-thousandth) obtained by (i) multiplying (x) the number of shares covered by
a BJ Warrant immediately prior to such adjustment by (y) the Exercise Price in
effect immediately prior to such adjustment of the Exercise Price and (ii)
dividing the product so obtained by the Exercise Price in effect immediately
after such adjustment of the Exercise Price. No adjustment in the Exercise Price
will be required unless such adjustment would require an increase or decrease of
at least 1% in such price; provided, however, that any adjustments which are not
required to be made will be carried forward and taken into account in any
subsequent adjustment.
On or after any adjustment of the Exercise Price, BJ Services may elect to
adjust the number of BJ Warrants in substitution for any adjustment in the
number of shares of BJ Common Stock purchasable upon the exercise of a BJ
Warrant. Each of the BJ Warrants outstanding after such adjustment of the number
of BJ Warrants shall be exercisable for one share of BJ Common Stock. Each BJ
Warrant held of record prior to such adjustment of the number of BJ Warrants
shall become that number of BJ Warrants (calculated to the nearest
ten-thousandth) obtained by dividing the Exercise Price in effect prior to
adjustment of the Exercise Price by the Exercise Price in effect after
adjustment of the Exercise Price.
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<PAGE> 9
Whenever the Exercise Price or the number of shares of BJ Common Stock
issuable upon the exercise of each BJ Warrant is adjusted as provided in the
Warrant Agreement, BJ Services shall (a) promptly prepare a certificate setting
forth the Exercise Price as so adjusted and/or the number of shares of BJ Common
Stock issuable upon exercise of each BJ Warrant as so adjusted, and a brief
statement of the facts accounting for such adjustment, (b) promptly file with
the Warrant Agent and with each transfer agent for the BJ Common Stock a copy of
such certificate and (c) mail a brief summary thereof to each holder of a
Warrant Certificate.
Reclassification, Consolidation, Merger, Combination, Sale or Conveyance.
In case any of the following occurs while any BJ Warrants are outstanding: (i)
any reclassification or change of the outstanding shares of BJ Common Stock
(other than a change in par value, or from par value to no par value or as
described in the second paragraph of "-- Adjustments of Exercise Price, Number
of Shares or Number of Warrants" above), (ii) any consolidation, merger or
combination of BJ Services with or into another corporation as a result of which
holders of BJ Common Stock shall be entitled to receive stock, securities or
other property or assets (including cash) with respect to or in exchange for
such BJ Common Stock or (iii) any sale or conveyance of the property or assets
of BJ Services as, or substantially as, an entirety to any other entity as a
result of which holders of BJ Common Stock shall be entitled to receive stock,
securities or other property or assets (including cash) with respect to or in
exchange for such BJ Common Stock, then BJ Services, or such successor
corporation or transferee, as the case may be, will make appropriate provision
so that the holders of the BJ Warrants then outstanding shall have the right at
any time thereafter, upon exercise of such BJ Warrants, to receive the kind and
amount of securities, cash and other property receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
as would be received by a holder of the number of shares of BJ Common Stock
issuable upon exercise of such BJ Warrant immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance.
If the holders of the BJ Common Stock may elect the kind or amount of
securities, cash and other property receivable upon such reclassification,
consolidation, merger, combination, sale or conveyance, then the kind and amount
of securities, cash and other property receivable upon such reclassification,
consolidation, merger, combination, sale or conveyance shall be deemed to be the
choice specified by the holder of the BJ Warrant. If the holder of the BJ
Warrant fails to make any specification, the holder's choice shall be deemed to
be whatever choice is made by a plurality of holders of BJ Common Stock not
affiliated with BJ Services or any other party to the reclassification,
consolidation, merger, combination, sale or conveyance. Such new BJ Warrants
shall provide for adjustments which, for events subsequent to the effective date
of such new BJ Warrants, shall be as nearly equivalent as may be practicable to
the adjustments described herein and in "-- Adjustments of Exercise Price,
Number of Shares or Number of Warrants" above.
BJ Services will mail to each registered holder of a BJ Warrant written
notice of the execution of any amendment or agreement relating to the Warrant
Agreement made in connection with any such reclassification, consolidation,
merger, combination, sale or conveyance. Any new agreement entered into by the
successor corporation or transferee will provide for adjustments which will be
as nearly equivalent as may be practicable to the adjustments described in
"-- Adjustments of Exercise Price, Number of Shares or Number of Warrants"
above.
Fractional Shares of BJ Common Stock. BJ Services will not be required to
issue fractions of shares of BJ Common Stock upon exercise of BJ Warrants or to
distribute stock certificates that evidence fractional shares of BJ Common
Stock. In lieu of fractional shares, there will be paid to the registered
holders of Warrant Certificates at the time such Warrant Certificates are
exercised as herein provided an amount in cash (without interest) equal to the
product of such fraction of a share of BJ Common Stock multiplied by the then
Current Market Price per share of BJ Common Stock.
Reservation and Availability of Shares of BJ Common Stock or Cash. BJ
Services has agreed to reserve and keep available out of its authorized and
unissued shares of BJ Common Stock or its authorized and issued shares of BJ
Common Stock held in its treasury the number of shares of BJ Common Stock that
will be sufficient to permit the exercise in full of all outstanding BJ Warrants
or keep sufficient cash available for payment in lieu of BJ Common Stock.
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Payment of Taxes. BJ Services has agreed to pay when due and payable any
and all federal and state transfer taxes and charges which may be payable in
respect of the original issuance or delivery of the Warrant Certificates or
certificates evidencing BJ Common Stock upon exercise of a Warrant Certificate.
However, BJ Services is not required to pay any tax or governmental charge which
may be payable in respect of any transfer involved in the transfer or delivery
of Warrant Certificates or the issuance or delivery of certificates for BJ
Common Stock in a name other than that of the registered holder of the Warrant
Certificate evidencing BJ Warrants surrendered for exercise or to issue or
deliver any certificate for shares of BJ Common Stock upon the exercise of any
BJ Warrants until any such tax or governmental charge has been paid (any such
tax or governmental charge being payable by the holder of such Warrant
Certificate at the time of surrender) or until it has been established to BJ
Services' satisfaction that no such tax or governmental charge is due.
Notice of Proposed Actions. In case BJ Services shall propose to (a)
declare a stock dividend or make certain other distributions to holders of BJ
Common Stock, (b) offer rights, options or warrants to all holders of BJ Common
Stock entitling them to subscribe for or purchase BJ Common Stock (or securities
exercisable or exchangeable for or convertible into BJ Common Stock or other
securities), (c) offer any shares of capital stock in a reclassification of
shares of BJ Common Stock, (d) effect any consolidation or merger with, or to
effect any sale or other transfer of more than 50% of the assets or net income
of BJ Services and its subsidiaries to, another person, or (e) effect the
liquidation, dissolution or winding up of BJ Services, then BJ Services shall
give notice of such proposed action to each registered holder of a BJ Warrant.
Supplements and Amendments. The Warrant Agreement permits BJ Services and
the Warrant Agent, from time to time, to supplement or amend the Warrant
Agreement without the approval of any holders of BJ Warrant Certificates in
order to cure any ambiguity, to correct or supplement any provision which may be
defective or inconsistent with any other provisions, or to make any other
provisions with regard to matters or questions which BJ Services and the Warrant
Agent may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Warrant Certificates. In addition to the foregoing,
with the consent of holders of not less than a majority in number of the then
outstanding BJ Warrants, BJ Services and the Warrant Agent may modify the
Warrant Agreement for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Warrant Agreement or
modifying in any manner the rights of the holders of the BJ Warrant
Certificates; provided, however, that no modification of the terms upon which
the BJ Warrants are exercisable or that reduce the percentage required for
consent to modification of the Warrant Agreement may be made without the consent
of the holder of each outstanding BJ Warrant affected thereby.
DESCRIPTION OF CAPITAL STOCK
The following statements are brief summaries of certain provisions
relating to BJ Services' capital stock and are qualified in their entirety by
reference to the provisions of the Charter and Bylaws of BJ Services, which are
incorporated by reference as an exhibit to the Registration Statement of which
this Prospectus is a part.
The authorized capital stock of BJ Services consists of 80,000,000 shares
of BJ Common Stock, par value $0.10 per share, and 5,000,000 shares of preferred
stock, par value $1.00 per share, including 400,000 currently authorized shares
of Series Two Junior Participating Preferred Stock, par value $1.00 per share,
issuable upon exercise of the BJ Rights. The following description of the
capital stock of BJ Services does not purport to be complete or to give full
effect to the provisions of statutory or common law and is subject in all
respects to the applicable provisions of BJ Services' Charter, the Certificate
of Designation for the BJ Preferred Stock, and the BJ Rights Agreement, which is
between BJ Services and First Chicago Trust Company of New York, as Rights
Agent, and the information herein is qualified in its entirety by this
reference.
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COMMON STOCK
BJ Services is authorized by its Charter to issue 80,000,000 shares of
BJ Common Stock, of which 28,011,972 shares were issued and outstanding as of
December 8, 1995. Each outstanding share of BJ Common Stock, and each of the
shares of BJ Common Stock to be offered hereby, include an associated BJ Right.
The holders of shares of BJ Common Stock are entitled to one vote for
each share held on all matters submitted to a vote of common stockholders. The
BJ Common Stock does not have cumulative voting rights.
Each share of BJ Common Stock is entitled to participate equally in
dividends, as and when declared by BJ Services' Board of Directors, and in the
distribution of any assets in the event of liquidation, subject in all cases to
any prior claims and prior rights of outstanding shares of preferred stock.
The shares of BJ Common Stock have no preemptive or conversion rights,
redemption provisions or sinking fund provisions. The outstanding shares of BJ
Common Stock are duly and validly issued, fully paid and nonassessable.
PREFERRED STOCK
Pursuant to its Charter, BJ Services is authorized to issue 5,000,000
shares of preferred stock, and BJ Services' Board of Directors by resolution
may establish one or more series of preferred stock having such number of
shares, designation, relative voting rights, dividend rates, liquidation and
other rights, preferences and limitations as may be fixed by the Board of
Directors without any further stockholder approval. BJ Services' Board of
Directors has established the BJ Preferred Stock with 400,000 currently
authorized shares, none of which were outstanding as of the date of this
Prospectus. See "-- BJ Preferred Stock" below.
TRANSFER AGENT
First Chicago Trust Company of New York, located in New York City, is
the transfer agent, registrar and dividend disbursing agent for the BJ Common
Stock, the rights agent for the BJ Rights and also the Warrant Agent.
CERTAIN ANTI-TAKEOVER PROVISIONS
The provisions of the BJ Services Charter and Bylaws summarized in the
succeeding paragraphs may be deemed to have an anti-takeover effect and may
delay, defer or prevent a tender offer or takeover attempt that a stockholder
might consider to be in such stockholder's best interest, including those
attempts that might result in a payment of a premium over the market price for
the shares held by stockholders.
Classified Board of Directors. The Board of Directors of BJ Services
is divided into three classes that are elected for staggered three-year terms.
Stockholders may only remove a director for cause.
Preferred Stock. Pursuant to the provisions of its Charter, BJ
Services' Board of Directors by resolution may establish one or more series of
preferred stock having such number of shares, designation, relative voting
rights, dividend rates, liquidation and other rights, preferences and
limitations as may be fixed by the Board of Directors without any further
stockholder approval. Such rights, preferences, privileges and limitations as
may be established could have the effect of impeding or discouraging the
acquisition of control of BJ Services.
Fair Price Provision. The Charter contains a "fair price" provision
that requires the approval of holders of not less than 75% of the outstanding
shares of voting stock of BJ Services (including not less than 66 2/3% of the
outstanding shares of voting stock not owned, directly or indirectly, by
persons who are Related Persons (as defined below)) as a condition for mergers,
consolidations and certain other business combinations involving BJ Services
and any Related Person; provided that the 66 2/3% voting requirement is not
applicable if the business combination is approved by the holders of not less
than 90% of the outstanding shares of voting stock of BJ Services. Related
Persons include the holder of 10% or more of BJ Services' outstanding voting
stock and any affiliate of such person. The 75% voting requirement
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of the "fair price" provision is not applicable to a business combination
involving a holder of 10% or more of BJ Services' outstanding voting stock if
the acquisition by such holder of such stock or the business combination is
approved in advance of such person's becoming a holder of 10% of BJ Services'
outstanding voting stock by not less than 75% of the directors of BJ Services
then holding office or the following conditions are met: (i) the transaction
is a merger or consolidation proposed to occur within one year of the time such
holder acquired 10% of BJ Services' outstanding voting stock and the price to
be paid to holders of BJ Common Stock is at least as high as the highest price
per share paid by such holder in acquiring any of its holdings of BJ Common
Stock, (ii) the consideration to be paid in the transaction is cash or the same
form of consideration paid by such holder to acquire a majority of its holdings
of BJ Common Stock, (iii) between the date of the acquisition by such holder of
10% of BJ Services' outstanding voting stock and the transaction there has been
no failure to declare and pay preferred stock dividends and no reduction in BJ
Common Stock dividends (except as approved by a majority of the unaffiliated
directors), no further acquisition of voting stock by such holder and no
benefit, direct or indirect, received by such holder through loans or other
financial assistance from BJ Services or tax credits or other tax advantages
provided by BJ Services, and (iv) a proxy statement shall have been mailed to
stockholders of record at least 30 days prior to the consummation of the
business combination for the purpose of soliciting stockholder approval of such
business combination.
Action by Written Consent; Special Meetings; Bylaw Amendments; and
Other. The Charter further provides that (i) stockholders may act only at an
annual or special meeting of stockholders and may not act by written consent;
(ii) special meetings of stockholders can be called only by BJ Services' Board
of Directors; (iii) a 75% vote of the outstanding voting stock is required for
the stockholders to amend BJ Services' Bylaws; and (iv) a 75% vote of the
outstanding voting stock is required to amend the Charter with respect to
certain matters, including, without limitation, the matters set forth in
clauses (i) and (iii) above and the 75% voting requirement required for certain
business combinations described in the preceding paragraph.
Advance Notice for Board Nominees. BJ Services' Bylaws establish
advance notice procedures with regard to the nomination, other than by or at
the direction of the Board of Directors of BJ Services or a committee thereof,
of candidates for election as directors and with regard to certain matters to
be brought before an annual meeting of stockholders of BJ Services. These
procedures provide that the notice of proposed stockholder nominations for the
election of directors must be timely given in writing to the Secretary of BJ
Services prior to the meeting at which directors are to be elected. The
procedures also provide that at an annual meeting, and subject to any other
applicable requirements, only such business may be conducted as has been
brought before the meeting by, or at the direction of, the Board of Directors
of BJ Services or by a stockholder who has given timely prior written notice to
the Secretary of BJ Services of such stockholder's intention to bring such
business before the meeting. In all cases, to be timely, notice must be
received at the principal executive offices of BJ Services not less than 30
days nor more than 60 days prior to the meeting (or if fewer than 40 days'
notice or prior public disclosure of the meeting date is given or made by BJ
Services, not later than the 10th day following the day on which the notice was
mailed or such public disclosure was made). The notice must contain certain
information specified in the Bylaws.
Delaware Section 203. BJ Services is a Delaware corporation and is
subject to Section 203 of the Delaware General Corporation Law ("Section 203").
In general, Section 203 prevents an "interested stockholder" (defined generally
as a person owning 15% or more of a corporation's outstanding voting stock)
from engaging in a "business combination" (as defined) with a Delaware
corporation for three years following the date such person became an interested
stockholder unless (i) before such person became an interested stockholder, the
board of directors of the corporation approved the transaction in which the
interested stockholder became an interested stockholder or approved the
business combination; (ii) upon consummation of the transaction that resulted
in the interested stockholder's becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced (excluding stock
held by directors who are also officers of the corporation and by employee
stock plans that do not provide employees with the rights to determine
confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer); or (iii) the business combination is approved by the
board of directors of the corporation and authorized at a meeting of
stockholders by the affirmative vote of the holders of two-thirds of the
outstanding voting stock of the corporation not owned by the interested
stockholder. Under Section 203, the restrictions described above also do not
apply to certain business combinations proposed by an interested stockholder
following the
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announcement or notification of one of certain extraordinary transactions
involving the corporation and a person who had not been an interested
stockholder during the previous three years or who became an interested
stockholder with the approval of a majority of the corporation's directors, if
such extraordinary transaction is approved or not opposed by a majority of the
directors then in office who were directors prior to any person becoming an
interested stockholder during the previous three years or were recommended for
election or elected to succeed such directors by a majority of such directors.
THE BJ RIGHTS PLAN
On January 5, 1994, the Board of Directors of BJ Services declared a
dividend distribution of one BJ Right for each outstanding share of BJ Common
Stock, payable to BJ Services stockholders of record on January 17, 1994. Each
BJ Right entitles the registered holder to purchase from BJ Services one
one-hundredth of a share of BJ Preferred Stock, at a price of $75 per one one-
hundredth of a share (the "Purchase Price"), subject to adjustment under
certain circumstances. The following summary of the BJ Rights does not purport
to be complete and is qualified in its entirety by reference to the Stockholder
Rights Agreement, as amended, between the Company and First Chicago Trust
Company of New York as rights agent (the "BJ Rights Agreement"), which is an
exhibit to the Registration Statement of which this Prospectus forms a part.
The BJ Rights attach to all certificates representing outstanding
shares of BJ Common Stock, and no separate BJ Rights certificates have been
distributed. Until the earlier to occur of (i) 30 days following a public
announcement or the Company's knowledge that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired or obtained the right
to acquire beneficial ownership of 20% or more of the outstanding shares of BJ
Common Stock ("Shares Acquisition Date") and (ii) 30 days following the
commencement or announcement of an intention to make a tender offer or exchange
offer that would result in a person or group beneficially owning 30% or more of
such outstanding shares (the earlier of such dates being called the
"Distribution Date") or earlier redemption or expiration of the BJ Rights, (a)
the BJ Rights will be evidenced, with respect to the shares of BJ Common Stock
outstanding, by the certificates representing such shares and will be
transferred with and only with the BJ Common Stock, (b) new BJ Common Stock
certificates will contain a notation incorporating the BJ Rights Agreement by
reference, and (c) the surrender for transfer of any certificates representing
shares of BJ Common Stock outstanding will also constitute the transfer of the
BJ Rights associated with such shares of BJ Common Stock. As soon as
practicable following the Distribution Date, separate certificates representing
the BJ Rights ("Rights Certificates") will be mailed to holders of record of BJ
Common Stock as of the close of business on the Distribution Date and,
thereafter, such separate Rights Certificates alone will evidence the BJ
Rights.
The BJ Rights are not exercisable until the Distribution Date and will
expire at the close of business on January 17, 2004, unless such date is
extended or the BJ Rights are earlier redeemed by BJ Services as described
below.
The Purchase Price payable, and the number of one one-hundredths of a
share of BJ Preferred Stock or other securities or property issuable, upon
exercise of the BJ Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the BJ Preferred Stock, (ii) upon the grant
to holders of BJ Preferred Stock of certain rights or warrants to subscribe for
BJ Preferred Stock or convertible securities at less than the current per share
market price of the BJ Preferred Stock, or (iii) upon the distribution to
holders of BJ Preferred Stock of evidences of indebtedness or assets of BJ
Services (excluding regular periodic cash dividends at a rate not in excess of
125% of the rate of the last cash dividend theretofore paid or dividends
payable in BJ Preferred Stock) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, in the event (i) BJ Services is acquired in a
merger or other business combination transaction or (ii) more than 50% of BJ
Services' consolidated assets or earning power is sold, each holder of a BJ
Right will thereafter have the right to receive, upon the exercise thereof at
the then current Purchase Price of the BJ Right, that number of shares of
common stock of the acquiring person that, at the time of such transaction,
would have a market price (as defined in the BJ Rights Agreement) of two times
the Purchase Price of the BJ Right. In the event (i) BJ Services is the
surviving corporation in certain mergers with any Acquiring Person in which the
Company's equity
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securities remain outstanding, or any Acquiring Person engages in certain asset
transfers or other transactions involving the Company, (ii) any person acquires
30% or more of BJ Services' outstanding Common Stock or (iii) certain
reclassifications, recapitalizations, mergers or consolidations occur while
there is an Acquiring Person, then each holder of a BJ Right, other than BJ
Rights that were or are beneficially owned by the Acquiring Person (which BJ
Rights will thereafter be void), will thereafter have the right to receive upon
exercise that number of shares of BJ Common Stock (or cash, other securities or
property) having a market price (as defined in the BJ Rights Agreement) of two
times the Purchase Price of the BJ Right.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% of
the Purchase Price. No fractional shares (other than fractions that are
integral multiples of one one- hundredth of a share of BJ Preferred Stock,
which may, at BJ Services' election, be evidenced by depositary receipts) will
be issued, and, in lieu thereof, a payment in cash will be made.
At any time prior to 30 days after such time as any person or group
has become an Acquiring Person (or a longer period if the BJ Services' Board of
Directors extends such period), BJ Services may redeem the BJ Rights in whole,
but not in part, at a price of $0.01 per BJ Right (the "Redemption Price"). In
certain circumstances, the decision to redeem the BJ Rights requires the
concurrence of a majority of the Continuing Directors (as defined in the BJ
Rights Agreement). Immediately upon the action of the Board of Directors of BJ
Services electing to redeem the BJ Rights, a holder's right to exercise the
Rights will terminate and he or she will only be entitled to receive the
Redemption Price.
Until a BJ Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of BJ Services, including, without limitation, the
right to vote or to receive dividends.
The BJ Rights Agreement may be amended by BJ Services and the Rights
Agent without the approval of the holders of BJ Rights in order (i) to cure any
ambiguity or to correct or supplement any provision contained therein that may
be defective or inconsistent with any other provision therein, (ii) to shorten
or lengthen certain time periods thereunder, including to extend the final
expiration date or to extend the period during which, or the conditions under
which, the BJ Rights may be redeemed, or (iii) to make any other change that
does not adversely affect the interests of holders of BJ Rights (other than
Acquiring Persons or their affiliates or associates).
The BJ Rights have certain anti-takeover effects. The BJ Rights will
cause substantial dilution to any person or group that attempts to acquire BJ
Services without conditioning the offer on a substantial number of BJ Rights
being acquired. The BJ Rights should not interfere with any merger or other
business combination approved by the Board of Directors of BJ Services since
the Board of Directors may, at its option, at any time prior to the close of
business on the earlier of (i) the 30th day following the Shares Acquisition
Date or (ii) January 17, 2004, redeem all, but not less than all, the then
outstanding BJ Rights at $0.01 per BJ Right.
BJ PREFERRED STOCK
General. Shares of the BJ Preferred Stock may be purchased pursuant
to the terms and conditions of the BJ Rights Agreement. No shares of BJ
Preferred Stock are currently outstanding. The BJ Preferred Stock ranks junior
to all other series of BJ Services' preferred stock as to the payment of
dividends and distribution of assets. The following summary of the terms and
provisions of the BJ Preferred Stock does not purport to be complete and is
qualified in its entirety by reference to the Certificate of Designation for
the BJ Preferred Stock.
Dividends. Subject to the rights of the holders of any series of BJ
Services' preferred stock ranking senior to the BJ Preferred Stock, holders of
shares of the BJ Preferred Stock are entitled to receive, when, as and if
declared by the Board of Directors of BJ Services, cumulative quarterly cash
dividends in an amount per share equal to the greater of (a) $1.00 or (b)
subject to the adjustments set forth below, 100 times the aggregate per share
amount of all cash dividends and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions (other than
a dividend payable in shares of BJ Common Stock or a subdivision of the
outstanding shares of BJ Common Stock by reclassification or otherwise)
declared on the BJ Common Stock since the immediately
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preceding quarterly dividend payment date, or, with respect to the first
quarterly dividend payment date, since the first issuance of any share or
fraction of a share of BJ Preferred Stock. The foregoing dividend amounts are
subject to adjustment in the event of any stock dividend, stock split,
combination or other transaction with respect to the BJ Common Stock. The
holders of BJ Preferred Stock are not entitled to the payment of interest with
respect to accrued but unpaid dividends.
Liquidation Rights. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of BJ Services, the holders of shares of
the BJ Preferred Stock are entitled to receive out of assets of BJ Services
available for distribution to stockholders, before any distribution or payment
of assets is made to holders of BJ Common Stock or any other stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the BJ Preferred Stock, liquidating distributions in an amount equal to the
greater of (a) $1.00 per share, plus an amount equal to accrued and unpaid
dividends thereon or (b) subject to adjustment, 100 times the aggregate per
share amount distributed to holders of BJ Common Stock. No distribution or
payment of assets upon liquidation, dissolution or winding up may be made to
holders of stock ranking on a parity with the BJ Preferred Stock, unless a
ratable distribution is made to the holders of BJ Preferred Stock in proportion
to the total amounts to which the holders of the BJ Preferred Stock are
entitled pursuant to clause (a) of the preceding sentence and to which such
holders of parity stock are entitled upon liquidation, dissolution or winding
up. Following the payment of the full liquidation distribution to the holders
of the BJ Preferred Stock, no additional distribution will be made to the
holders of BJ Preferred Stock except under certain limited circumstances.
Redemption; Consolidation or Merger. The shares of BJ Preferred Stock
are not redeemable. In the event BJ Services enters into any consolidation,
merger, combination or other transaction in which the shares of BJ Common Stock
are exchanged for or converted into other stock or securities, cash or other
property, the shares of BJ Preferred Stock will be similarly exchanged or
changed in an amount per share (subject to adjustment for any stock dividend,
stock split, combination or other transaction with respect to the BJ Common
Stock) equal to 100 times the aggregate amount of stock, securities, cash or
other property, as the case may be, into which or for which each share of BJ
Common Stock is exchanged or converted.
Voting Rights. Each share of BJ Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of the
stockholders of BJ Services, subject to adjustment in the event of any stock
dividend, stock split, combination or other transaction with respect to the BJ
Common Stock. Except as indicated below or as otherwise provided by applicable
law, the holders of shares of BJ Preferred Stock and the holders of shares of
BJ Common Stock will vote together as one class on all matters submitted to a
vote of stockholders.
If, on the date used to determine stockholders of record for any
meeting of stockholders of BJ Services for the election of directors, the
equivalent of six quarterly dividends payable on the BJ Preferred Stock is
accrued and unpaid, then the holders of the BJ Preferred Stock, voting as a
class together with all other holders of preferred stock expressly entitled to
a similar voting right, will be entitled to elect at such meeting and
subsequent meetings of stockholders held for the purpose of electing directors
a total of two directors, to be distributed among the several classes of
directors as nearly equally as possible. Upon election, such directors will
become additional directors of BJ Services and the authorized number of
directors of BJ Services will thereupon be automatically increased by such
number of directors. Such right to elect directors will continue until all
accrued dividends on all such shares of the BJ Preferred Stock shall have been
paid for all past dividend periods at which time the term of such directors
will terminate. At any such meeting, each share of the BJ Preferred Stock
entitled to vote thereat will be entitled to one vote per share.
Unless the vote or consent of the holders of a greater number of
shares is then required by law, so long as any shares of the BJ Preferred Stock
are outstanding, BJ Services may not, without the affirmative vote or consent
of the holders of at least two- thirds of the outstanding shares of the BJ
Preferred Stock, voting as a separate class, amend any of the provisions of the
BJ Services Charter so as to affect materially the powers, preferences or
special rights of the BJ Preferred Stock.
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Certain Restrictions. Whenever dividends or other distributions
payable on the BJ Preferred Stock are in arrears and until such dividends and
other distributions are fully paid, BJ Services is prohibited from (a)
declaring or paying dividends or other distributions on or redeeming or
purchasing any stock ranking junior to the BJ Preferred Stock, (b) declaring or
paying dividends or other distributions on or redeeming or purchasing any stock
ranking on a parity with the BJ Preferred Stock unless such distribution,
redemption or purchase is effected ratably with the BJ Preferred Stock and (c)
purchasing any shares of BJ Preferred Stock or stock ranking on a parity
therewith unless pursuant to a written published purchase offer made to all
holders of such shares in accordance with the terms of the Certificate of
Designation of the BJ Preferred Stock.
USE OF PROCEEDS
BJ Services intends to use the cash proceeds from the sale of BJ
Common Stock hereby for its general corporate purposes, depending upon BJ
Services' needs as determined from time to time by BJ Services' Board of
Directors.
PLAN OF DISTRIBUTION
On April 13, 1995, the Company completed the acquisition of Western
for a total merger consideration of $511.4 million (including transaction
costs), paid in part in cash and in part in shares of BJ Common Stock and BJ
Warrants.
The shares of BJ Common Stock offered hereby are issuable upon the
exercise of the BJ Warrants and the payment of the Exercise Price. The
Exercise Price and the number of shares issuable upon the exercise of each BJ
Warrant are subject to adjustment, as provided in the Warrant Agreement, upon
certain events described above under "Description of the Warrant Agreement."
In accordance with the provisions of the Warrant Agreement, upon the
surrender of a BJ Warrant certificate with the form of election to purchase on
the reverse side thereof duly executed, along with payment of the applicable
Exercise Price in immediately available funds, to the Warrant Agent at its
principal office in New York City, BJ Services will issue the applicable number
of shares of BJ Common Stock, as adjusted, to the holder of such BJ Warrant or
BJ Warrants.
LEGAL OPINION
Certain legal matters with respect to the securities offered hereby
have been passed upon for the Company by Andrews & Kurth L.L.P., Houston,
Texas.
EXPERTS
The consolidated financial statements and the related financial
statement schedule of BJ Services as of September 30, 1995 and 1994 and for
each of the three years in the period ended September 30, 1995 incorporated by
reference in this Prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated by
reference herein, and have been so incorporated by reference in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
-16-
<PAGE> 17
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE
FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF.
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information . . . . . . . . . . . . 3
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . 3
Summary . . . . . . . . . . . . . . . . . . . 5
Trading Markets and Dividend Policy . . . . . 6
Description of the Warrant Agreement . . . . 6
Description of Capital Stock . . . . . . . . 10
Use of Proceeds . . . . . . . . . . . . . . . 16
Plan of Distribution . . . . . . . . . . . . 16
Legal Opinion . . . . . . . . . . . . . . . . 16
Experts . . . . . . . . . . . . . . . . . . . 16
</TABLE>
================================================================================
================================================================================
4,897,000 SHARES
BJ SERVICES
COMPANY
COMMON STOCK
- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------
[DATE]
================================================================================
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee . . . . . . . $ 50,660
Stock Exchange listing fee . . . . . . . . . . . . . . . . . 17,500
Printing and Engraving Expenses . . . . . . . . . . . . . . 15,000*
Accountants' Fees and Expenses . . . . . . . . . . . . . . . 5,000*
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . 10,000*
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . 11,840*
-------
Total . . . . . . . . . . . . . . . . . . . . . $110,000
</TABLE>
* Estimated expenses related to the offering of the shares of Common Stock
issuable upon exercise of warrants.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
BJ Services Company (the "Company") is governed by Section 145 of the
Delaware General Corporation Law ("DGCL") which permits a corporation to
indemnify certain persons, including officers and directors, who are (or are
threatened to be made) parties to any threatened, pending or completed action
or suit (other than an action by or in the right of the corporation) by reason
of their being directors, officers or other agents of the corporation.
The Company's Certificate of Incorporation provides that no director
of the Company shall be held personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of the law,
(iii) under Section 174 of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit. The Company's Certificate of
Incorporation also provides that if the DGCL is amended to authorize further
limitation or elimination of the personal liability of directors, then the
liability of the Company's directors shall be limited or eliminated to the full
extent permitted by the DGCL.
Section 16 of Article III of the Company's Bylaws provides as
follows: (a) the Company shall indemnify every person who is or was a party or
is or was threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the Company or any
of its direct or indirect wholly-owned subsidiaries or, while a director,
officer, employee or agent of the Company or any of its direct or indirect
wholly-owned subsidiaries, is or was serving at the request of the Company or
any of its direct or indirect wholly-owned subsidiaries, as a director,
officer, employee, agent or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including counsel fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, to the full extent permitted by applicable laws provided that the
Company shall not be obligated to indemnify any such person against any such
action, suit or proceeding which is brought by such person against the Company
or any of its direct or indirect wholly owned subsidiaries or the directors of
the Company or any of its direct or indirect wholly owned subsidiaries, other
than an action brought by such person to enforce his rights to indemnification
hereunder, unless a majority of the Board of Directors of the Company shall
have previously approved the bringing of such action, suit or proceeding. The
Company shall indemnify every person who is or was a party or is or was
threatened to be made a party to any action, suit, or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was licensed to practice law and an employee (including an employee who
is or was an officer) of the Company or any of its direct or indirect
wholly-owned subsidiaries and, while acting in the course of such employment
committed or is alleged to have committed any negligent acts, errors or
omissions in rendering professional legal services at the request of the
Company or pursuant to his employment (including, without limitation, rendering
written or oral legal opinions to third parties) against expenses (including
counsel fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding,
to the full extent permitted by applicable law; provided that the Company
shall not be obligated to indemnify any such person against any action, suit or
proceeding arising out of
II-1
<PAGE> 19
any adjudicated criminal, dishonest or fraudulent acts, errors or omissions of
such person or any adjudicated willful, intentional or malicious acts, errors
or omissions of such person.
(b) Expenses incurred by an officer or director of the Company or
any of its direct or indirect wholly-owned subsidiaries in defending a civil or
criminal action, suit or proceeding shall be paid by the Company in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Company as authorized in this Section 16. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.
(c) The indemnification and advancement of expenses provided by,
or granted pursuant to, this Section 16 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any provision of law, the Company's Certificate of
Incorporation, the Certificate of Incorporation or Bylaws or other governing
documents of any direct or indirect wholly owned subsidiary of the Company, or
any agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding any of the positions or having any of the relationships referred
to in this Section 16.
ITEM 16. EXHIBITS
(a) The following is a list of Exhibits filed as part of this
Registration Statement:
Exhibit
*2.1 Agreement and Plan of Merger dated as of November 17, 1994,
among BJ Services Company, WCNA Acquisition Corp. and The
Western Company of North America.
*2.2 First Amendment to Agreement and Plan of Merger dated March 7,
1995, among BJ Services Company, WCNA Acquisition Corp. and
The Western Company of North America.
3.1 Certificate of Incorporation of BJ Services, as amended (filed
as Exhibit 3.1 to Form 8-K filed April 18, 1995, and
incorporated herein by reference).
3.2 Certificate of Designation of Series Two Junior Participating
Preferred Stock of BJ Services (included in Exhibit 1 to
Registration Statement on Form 8-A dated January 12, 1994, and
incorporated herein by reference).
3.3 Bylaws of BJ Services, as amended (filed as Exhibit 3.3 to
Form 10-K for the year ended September 30, 1995, and
incorporated herein by reference).
4.1 Warrant Agreement between BJ Services Company and First
Chicago Trust Company of New York, including form of warrant
certificate (filed as Exhibit 4.6 to Form 10-K for the year
ended September 30, 1995, and incorporated herein by
reference).
4.2 Stockholder Rights Agreement dated as of January 12, 1994,
between BJ Services and First Chicago Trust Company of New
York, as Rights Agent (filed as Exhibit 1 to Registration
Statement on Form 8-A dated January 12, 1994, and incorporated
herein by reference).
4.3 First Amendment to Stockholder Rights Agreement dated as of
June 22, 1994, between BJ Services and First Chicago Trust
Company of New York, as Rights Agent (filed as Exhibit 2 to
Registration Statement on Form 8-A/A dated August 26, 1994 and
incorporated herein by reference).
4.4 Second Amendment to Stockholder Rights Agreement dated as of
September 22, 1994 (filed as Exhibit 3 to Registration
Statement on Form 8-A/A dated September 30, 1994, and
incorporated herein by reference).
II-2
<PAGE> 20
4.5 Specimen form of certificate for the Common Stock (filed as
Exhibit 4.1 to the Company's Registration Statement on Form
S-1 (Reg. No. 33-35187) and incorporated herein by reference).
4.6 Indenture between The Western Company of North America and
United States Trust Company of New York, Trustee, dated as of
November 15, 1992 (the "Note Indenture"), which includes the
form of 12 7/8% Senior Note due 2002 as Exhibit thereto (filed
as Exhibit to Registration Statement of Western on Form S-2,
No. 33-51852, and incorporated herein by reference).
4.7 First Supplemental Indenture, dated March 2, 1994, to the Note
Indenture between The Western Company of North America and
United States Trust Company of New York, Trustee (filed as
Exhibit to Form 10-K of Western for the year ended December
31, 1993, and incorporated herein by reference).
*4.8 Second Supplemental Indenture, dated as of April 13, 1995, to
the Note Indenture between The Western Company of North
America, BJ Services Company and United States Trust Company
of New York, Trustee.
*5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered
**23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
*24.1 Powers of Attorney.
- --------------
* Previously filed.
** Filed herewith.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement; notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement:
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
II-3
<PAGE> 21
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE> 22
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS,
ON THE 29TH DAY OF DECEMBER, 1995.
BJ SERVICES COMPANY
By: J.W. STEWART
-----------------------------------------
J.W. Stewart
President and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
J.W. STEWART Chairman of the Board, President December 29, 1995
- -------------------------------------- and Chief Executive Officer; Director
J.W. Stewart (Principal Executive Officer)
MICHAEL MCSHANE* Vice President-Finance December 29, 1995
- -------------------------------------- and Chief Financial Officer; Director
Michael McShane (Principal Financial Officer)
MATTHEW D. FITZGERALD* Controller December 29, 1995
- -------------------------------------- (Principal Accounting Officer)
Matthew D. Fitzgerald
Director
- --------------------------------------
David A.B. Brown
L. WILLIAM HEILIGBRODT* Director December 29, 1995
- --------------------------------------
L. William Heiligbrodt
JOHN R. HUFF* Director December 29, 1995
- --------------------------------------
John R. Huff
Director
- --------------------------------------
William J. Johnson
DON D. JORDAN* Director December 29, 1995
- --------------------------------------
Don D. Jordan
R.A. LEBLANC* Director December 29, 1995
- --------------------------------------
R.A. LeBlanc
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
JAMES E. MCCORMICK Director December 29, 1995
- --------------------------------------
James E. McCormick
Director
- --------------------------------------
Michael E. Patrick
*By: J.W. STEWART
----------------------------------
J.W. Stewart
Attorney-in-Fact
</TABLE>
<PAGE> 24
INDEX TO EXHIBITS
Exhibit
*2.1 Agreement and Plan of Merger dated as of November 17, 1994,
among BJ Services Company, WCNA Acquisition Corp. and The
Western Company of North America.
*2.2 First Amendment to Agreement and Plan of Merger dated March 7,
1995, among BJ Services Company, WCNA Acquisition Corp. and The
Western Company of North America.
3.1 Certificate of Incorporation of BJ Services, as amended (filed
as Exhibit 3.1 to Form 8-K filed April 18, 1995, and
incorporated herein by reference).
3.2 Certificate of Designation of Series Two Junior Participating
Preferred Stock of BJ Services (included in Exhibit 1 to
Registration Statement on Form 8-A dated January 12, 1994, and
incorporated herein by reference).
3.3 Bylaws of BJ Services, as amended (filed as Exhibit 3.3 to
Form 10-K for the year ended September 30, 1995, and
incorporated herein by reference).
4.1 Warrant Agreement between BJ Services Company and First Chicago
Trust Company of New York, including form of warrant
certificate (filed as Exhibit 4.6 to Form 10-K for the year
ended September 30, 1995, and incorporated herein by
reference).
4.2 Stockholder Rights Agreement dated as of January 12, 1994,
between BJ Services and First Chicago Trust Company of New
York, as Rights Agent (filed as Exhibit 1 to Registration
Statement on Form 8-A dated January 12, 1994, and incorporated
herein by reference).
4.3 First Amendment to Stockholder Rights Agreement dated as of
June 22, 1994, between BJ Services and First Chicago Trust
Company of New York, as Rights Agent (filed as Exhibit 2 to
Registration Statement on Form 8-A/A dated August 26, 1994 and
incorporated herein by reference).
4.4 Second Amendment to Stockholder Rights Agreement dated as of
September 22, 1994 (filed as Exhibit 3 to Registration
Statement on Form 8-A/A dated September 30, 1994, and
incorporated herein by reference).
4.5 Specimen form of certificate for the Common Stock (filed as
Exhibit 4.1 to the Companys Registration Statement on
Form S-1 (Reg. No. 33-35187) and incorporated herein by
reference).
4.6 Indenture between The Western Company of North America and
United States Trust Company of New York, Trustee, dated as of
November 15, 1992 (the Note Indenture), which includes the
form of 127/8% Senior Note due 2002 as Exhibit thereto (filed
as Exhibit to Registration Statement of Western on Form S-2,
No. 33-51852, and incorporated herein by reference).
4.7 First Supplemental Indenture, dated March 2, 1994, to the Note
Indenture between The Western Company of North America and
United States Trust Company of New York, Trustee (filed as
Exhibit to Form 10-K of Western for the year ended December 31,
1993, and incorporated herein by reference).
*4.8 Second Supplemental Indenture, dated as of April 13, 1995, to
the Note Indenture between The Western Company of North
America, BJ Services Company and United States Trust Company of
New York, Trustee.
*5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered
**23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
*24.1 Powers of Attorney.
- --------------
* Previously filed.
** Filed herewith.
<PAGE> 1
EXHIBIT 23. 1
INDEPENDENT AUDITORS' CONSENT
BJ SERVICES COMPANY:
We consent to the incorporation by reference in this Registration
Statement No. 33-58017 of BJ Services Company on Form S-3 of our report dated
November 21, 1995, appearing in the Annual Report on Form 10-K of BJ Services
Company for the year ended September 30, 1995, and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
Houston, Texas
December 21, 1995
