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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ______ to ______.
COMMISSION FILE NUMBER 1-10570
BJ SERVICES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 63-0084140
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
5500 NORTHWEST CENTRAL DRIVE, HOUSTON, TEXAS 77092
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 462-4239
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES X NO ____
There were 28,076,896 shares of the registrant's common stock, $.10 par value,
outstanding as of February 9, 1996.
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BJ SERVICES COMPANY
INDEX
<TABLE>
<S> <C>
PART I - FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Condensed Statement of Operations (Unaudited) - Three
months ended December 31, 1995 and 1994 3
Consolidated Condensed Statement of Financial Position -
December 31, 1995 (Unaudited) and September 30, 1995 4
Consolidated Condensed Statement of Cash Flows (Unaudited) -
Three months ended December 31, 1995 and 1994 5
Notes to Unaudited Consolidated Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II - OTHER INFORMATION 11
</TABLE>
2
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BJ SERVICES COMPANY
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
1995 1994
-------- --------
<S> <C> <C>
Revenue $206,501 $119,415
Operating expense:
Cost of sales and services 167,086 99,599
Research and engineering 3,744 2,063
Marketing 8,283 3,944
General and administrative 8,489 6,104
Goodwill amortization 1,342 289
-------- --------
Total operating expense 188,944 111,999
-------- --------
Operating income 17,557 7,416
Interest expense (5,538) (2,307)
Interest income 79 137
Other income - net 600 836
-------- --------
Income before income taxes 12,698 6,082
Income taxes 3,553 1,338
-------- --------
Net income $ 9,145 $ 4,744
======== =======
Net income per share $ .33 $ .30
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Average shares outstanding 28,015 15,716
======== ========
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
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BJ SERVICES COMPANY
CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL POSITION
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1995 1995
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,799 $ 1,842
Receivables - net 173,633 168,771
Inventories:
Finished goods 56,949 50,665
Work in process 2,543 2,394
Raw materials 13,348 13,792
------------ ------------
Total inventories 72,840 66,851
Deferred income taxes 11,135 9,370
Other current assets 11,591 10,101
------------ ------------
Total current assets 272,998 256,935
Property - net 414,792 416,810
Deferred income taxes 106,800 107,889
Goodwill and other assets 207,508 208,049
------------ ------------
$ 1,002,098 $ 989,683
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 90,534 $ 85,675
Short-term borrowings and current
portion of long-term debt 47,681 37,600
Accrued employee compensation and benefits 21,169 24,885
Income and other taxes 13,481 11,375
Accrued insurance 10,755 12,867
Other accrued liabilities 29,674 31,869
------------ ------------
Total current liabilities 213,294 204,271
Long-term debt 252,181 259,566
Deferred income taxes 11,877 11,496
Accrued post retirement benefits and other 46,475 47,555
Stockholders' equity 478,271 466,795
------------ ------------
$ 1,002,098 $ 989,683
============ ============
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
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BJ SERVICES COMPANY
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
1995 1994
------------ ------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 9,145 $ 4,744
Adjustments to reconcile net income to cash
provided by operating activities:
Amortization of unearned compensation 330 330
Depreciation and amortization 14,371 6,675
Deferred income taxes (benefit) 571 (1,057)
(Gain) loss on disposal of property 16 (687)
Changes in:
Receivables (1,918) 844
Inventories (3,958) (166)
Accounts payable 4,002 (8,881)
Other current assets and liabilities (9,860) 5,744
Other, net 398 1,923
------------ ------------
Net cash provided by operating activities 13,097 9,469
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (10,408) (6,093)
Proceeds from disposal of assets 319 3,328
Acquisition of business, net of cash acquired (3,700)
------------ ------------
Net cash used for investing activities (13,789) (2,765)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 987
Reduction of borrowings (3,737)
Proceeds from issuance of stock 1,662 749
------------ ------------
Net cash provided by (used for) financing activities 2,649 (2,988)
Increase in cash and cash equivalents 1,957 3,716
Cash and cash equivalents at beginning of period 1,842 3,218
------------ ------------
Cash and cash equivalents at end of period $ 3,799 $ 6,934
============ ============
</TABLE>
SEE NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
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BJ SERVICES COMPANY
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOTE 1 GENERAL
In the opinion of management, the unaudited consolidated condensed financial
statements for BJ Services Company (the "Company") include all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation of the financial position as of December 31, 1995, and the results
of operations and cash flows for each of the three month periods ended December
31, 1995 and 1994. The consolidated condensed statement of financial position
at September 30, 1995 is derived from the September 30, 1995 audited
consolidated financial statements. Although management believes the disclosures
in these financial statements are adequate to make the information presented
not misleading, certain information and footnote disclosures normally included
in annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. The results of
operations and the cash flows for the three-month period ended December 31,
1995 are not necessarily indicative of the results to be expected for the full
year.
Certain amounts for fiscal 1995 have been reclassified in the accompanying
consolidated condensed financial statements to conform to the current year
presentation.
NOTE 2 ACQUISITION OF BUSINESS
Effective December 1, 1995, the Company acquired the remaining 60% ownership of
its previously unconsolidated joint venture in Brazil, for total consideration
of $5.4 million consisting of $3.7 million in cash and $1.7 million in debt
assumed by the Company. This acquisition was accounted for as a purchase and,
accordingly, the acquired assets and liabilities have been recorded at their
estimated fair values at the date of acquisition. The consolidated statement
of operations includes operating results of the subsidiary acquired since the
date of acquisition. This acquisition is not material to the Company's
financial statements and therefore pro forma information is not presented.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The Company's operations are primarily driven by the number of oil and gas
wells being drilled, the depth and drilling conditions of such wells, the
number of well completions and the level of workover activity worldwide.
Drilling activity, in turn, is largely dependent on the price of oil and
natural gas. This is especially true in the United States, where the Company
generates approximately 60% of its revenues.
Due to weak energy prices and lower-cost sources of oil internationally,
drilling activity in the United States has declined more than 75% from its peak
in 1981. Record low drilling activity levels were experienced in 1986 and
1992. As a result, pumping service companies have been unable to recapitalize
their aging United States fleets due to the inability, under current market
conditions, to generate adequate returns on new capital investments. The
Company believes it is important to operate with a greater "critical mass" in
the key U.S. markets to improve returns in this environment. This conclusion
led to the decision to withdraw from certain low activity areas in the past
several years and to consolidate its remaining operations with those acquired
in April 1995 from The Western Company of North America ("Western"), which had
a larger presence in the United States.
The rig count in the United States averaged 765 active drilling rigs during the
three months ended December 31, 1995, a 7% decline compared with the prior
year's first fiscal quarter. Much of the activity decline was the result of a
reduction in drilling for natural gas in the central U.S.
International drilling activity (excluding Canada) has historically been less
volatile than domestic drilling activity. International drilling activity
increased by 5% during the most recent quarter compared with the prior year's
first fiscal quarter on the strength of development work in Latin America,
especially Argentina and Venezuela, and renewed exploration programs in the
U.K. North Sea.
In both the U.S. and internationally, there has been a continuing trend by oil
and gas companies toward "alliances" with the service companies. These
alliances take various forms including packaged or integrated services, single
source suppliers and turnkey agreements. Approximately 20% of the Company's
revenues are generated under such alliances.
EXPANSIONS AND ACQUISITIONS
Management believes the primary opportunities for geographic and service line
expansion remain in international markets. As a result, other than the
acquisition of Western (the "Acquisition"), the Company's capital spending and
expansion efforts have been primarily focused outside of the United States.
The Company's expansion efforts during the past year have included the
expansion of pumping services into several key international markets, including
Saudi Arabia and Vietnam; expanding tubular services and commissioning
and leak detection services into geographic regions outside the North Sea;
adding additional pumping service capacity in key Latin American markets and
the acquisition of the remaining 60% of the Company's Brazilian joint venture.
7
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On April 13, 1995, the Company completed the Acquisition for a total purchase
price of $511.4 million (including transaction costs of $7.2 million), which
was paid approximately half in cash and half in shares of the Company's common
stock and warrants to purchase common stock. The Acquisition provides the
Company with a greater critical mass with which to compete in domestic and
international markets and the opportunity to realize significant consolidation
benefits. The Acquisition has increased the Company's existing total revenue
base by approximately 75% and has more than doubled the Company's domestic
revenue base beginning in the June 1995 quarter. In addition, approximately
$40 million of overhead and redundant operating costs have been eliminated
annually by combining the two companies.
RESULTS OF OPERATIONS
Revenue: Revenue increased by 73% during the quarter, primarily as a result of
the acquisition of Western and continued strong international operations.
U.S. revenue more than doubled during the quarter as a result of adding the
former Western operations. On a pro forma basis, however, U.S. revenue
declined by 14%, primarily as a result of the significant activity
reductions in natural gas drilling activity, especially by independent
operators in the Rocky Mountain region, which comprised a significant portion
of the former Western operations. In addition, weather-related disruptions in
the Gulf of Mexico resulted in the loss of approximately 10 working days in
that area. Management expects U.S. natural gas drilling activity to remain
weak during at least the next fiscal quarter.
The Company's international operations continue to show significant
quarter-over-quarter revenue increases with a 25% increase from the prior year
(18% on a pro forma basis). This represents the twelfth consecutive quarter of
international revenue improvement. Each of the Company's international regions
and service lines experienced revenue increases during the quarter. Much of
the revenue improvement occurred in Latin America (up 46%) from strong activity
increases in Argentina as well as revenue increases in Venezuela and Colombia
from recent capital investments. Revenue from the Company's expansions into
Vietnam, Saudi Arabia and Brazil, combined with improving activity in the U.K.
and Nigeria, also contributed to the international revenue growth. Management
expects the year over year international revenue increases to continue over the
next several quarters, however, at a much lower growth rate. The Company
recently decided to "warm stack" a stimulation vessel acquired from Western,
the Renaissance. The vessel's hull will ultimately be liquidated with the
proceeds used to reduce outstanding debt, while the vessel's fracturing
equipment will be redeployed to more profitable opportunities. The Company
believes that the liquidation of the vessel, if consummated, will not have a
material adverse impact on the Company's operating results.
Operating Income: Operating income more than doubled as a result of the
revenue increase and higher operating margins resulting from efficiencies
derived from the combination of the Company's and former Western operations and
the continued growth of the Company's international operations. The cost of
sales and services as a percentage of revenue during the quarter was 2.5% lower
than the prior year's first quarter primarily as a result of cost reduction
efforts implemented after the acquisition of Western and the economies of scale
in having a larger U.S. operation. Other operating
8
<PAGE> 9
expenses, excluding goodwill amortization, increased by 69% primarily as a
result of additional overhead from the former Western operations, along with
increased marketing expenses related to international expansions. Marketing
expenses represent a higher percentage of revenue than previously due to the
higher concentration of the additional revenues being in the U.S., which
requires a relatively greater marketing effort. The increase in goodwill
amortization also resulted from the Acquisition, which was accounted for under
the purchase method of accounting.
Interest expense increased by $3.2 million from the prior year's first quarter
due to increased borrowings to fund the Acquisition. See "Financial Condition
- - Capital Resources and Liquidity." Other income was a net gain in both
periods primarily as a result of royalty income from one of the Company's
proprietary products.
The effective tax rate increased to 28% from 22% in the prior year's first
quarter primarily due to marginal tax rates on higher U.S. profitability.
FINANCIAL CONDITION
Capital resources and liquidity: Net cash provided from operating activities
increased by $3.6 million from the prior year's first quarter. Higher
profitability and depreciation was partially offset by increased inventory
levels from international expansions, payment of several large litigation
settlements and the payment of merger related expenses previously accrued for.
Management strives to maintain low cash balances while utilizing available
credit facilities to meet the Company's capital needs. Excess cash generated
is used to pay down outstanding borrowings. In April 1995, the Company
replaced its existing credit facility with a committed, unsecured bank credit
facility (the "Bank Credit Facility") executed to accommodate the Acquisition.
The Bank Credit Facility consists of a five-year $175.0 million revolving
credit facility and a six-year $225.0 million term loan, providing an aggregate
of $400.0 million in available principal borrowings to the Company. At
December 31, 1995, borrowings outstanding under the Bank Credit Facility
amounted to $271.0 million consisting of $221.0 million under the term loan and
$50.0 million borrowed under the revolver. At December 31, 1995, principal
reductions of term loans under the Bank Credit Facility are due in aggregate
installments of $25,600,000; $31,200,000; $43,200,000; $48,400,000; $48,400,000
and $24,200,000 in the years ending September 30, 1996, 1997, 1998, 1999, 2000
and 2001, respectively.
The outstanding balance of the Company's 9.2% Notes, issued in 1991, was $18.0
million at December 31, 1995. Principal reductions of $6.0 million are
required annually each August until maturity on August 1, 1998.
The Company's interest-bearing debt represented 38.5% of its total
capitalization at December 31, 1995, a slight decrease from 38.9% at the
previous fiscal year-end. The Company's Bank Credit Facility and 9.2% Notes
contain various customary covenants, including the maintenance of certain
profitability and solvency ratios and restrictions on dividend payments.
Management believes that the Bank Credit Facility, combined with other
discretionary credit facilities and cash flow from
9
<PAGE> 10
operations, will provide the Company with sufficient capital resources and
liquidity to manage its routine operations and fund projected capital
expenditures.
At December 31, 1995, the Company had approximately $512 million of U.S. tax
net operating loss carryforwards expiring between 2000 and 2010. With the
Acquisition, the Company acquired approximately $375 million of tax net
operating loss carryforwards, subject to certain limitations, expiring between
2000 and 2008. Under Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" (SFAS 109), the Company is required to record a
deferred tax asset for the future tax benefit of these tax net operating loss
carryforwards, as well as other items, if realization is "more likely than
not." As previously discussed, the Acquisition gives the Company a greater
critical mass with which to compete in the U.S. as it has more than doubled the
Company's U.S. revenue base. In addition, with the combination of the Company
and Western, the Company has realized significant consolidation benefits.
Management estimates that approximately $40 million of overhead and redundant
operating costs have been eliminated annually as a result of the combination of
the two companies. Management has concluded that the Company's future U.S.
taxable income will be sufficient over the remaining carryforward periods to
realize the tax benefits represented by approximately $332 million of tax net
operating loss carryforwards acquired with Western and generated by the
Company's operations prior to the Acquisition. The tax benefits resulting from
the Acquisition have been included in the approximately $84 million net
deferred tax asset recognized in the purchase price allocation at the
acquisition date. Valuation allowances have been established for the benefits
of the tax net operating loss carryforwards that are estimated to expire prior
to their utilization.
Requirements for Capital: Excluding acquisitions, capital expenditures during
the quarter were $10.4 million, or $4.3 million higher than the spending in the
comparable quarter of the prior year. The current quarter's spending related
primarily to international expansion opportunities, primarily in Latin America,
and upgrades of the Company's information systems. Other investing activities
included the acquisition of the remaining 60% interest in the Company's joint
venture in Brazil for total consideration of $5.4 million consisting of $3.7
million of cash and $1.7 million of debt assumed by the Company.
Capital expenditures for fiscal 1996 are projected to be approximately $45
million, excluding acquisitions, and are expected to include spending for
continued geographic expansions of all service lines, construction or upgrading
of at least two offshore vessels, additional capacity in certain high margin
locations and normal levels of replacement capital. The actual amount of
fiscal 1996 capital expenditures will be primarily dependent upon the
availability of expansion opportunities and will be funded by cash flows from
operating activities and available credit facilities. Management believes cash
flows from operating activities and available lines of credit, if necessary,
will be sufficient to fund projected capital expenditures.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on January 25,
1996, in Houston, Texas. All nominated directors were elected, and
the amendment of the Company's 1995 Incentive Plan was approved.
<TABLE>
<CAPTION>
Votes in Votes
Favor Withheld
-------- --------
<S> <C> <C>
25,186,916 341,702
</TABLE>
(i) Directors elected at the Annual Meeting:
Class III Directors
-------------------
L. William Heiligbrodt
James E. McCormick
J.W. Stewart
Directors with terms of office continuing after the Annual
Meeting:
Class I Directors
-----------------
John R. Huff
R. A. LeBlanc
Michael E. Patrick
Class II Directors
------------------
William J. Johnson
Don D. Jordan
Michael McShane
<TABLE>
<CAPTION>
Votes in Votes Broker
Favor Against Abstain Nonvotes
-------- ------- ------- --------
<S> <C> <C> <C> <C>
(ii) Amendment of Article IV
of the Company's 1995 Incentive
Plan 19,712,850 5,661,782 153,986 0
</TABLE>
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
3.1 Bylaws, as amended, effective December 7, 1995.
21.1 Subsidiaries of the Registrant.
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
A Current Report on Form 8-K was filed by the Company on
February 6, 1996, to report the pro forma statement of
operations of the Company and The Western Company of North
America as of September 30, 1995.
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SIGNATURES
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 thereunto duly authorized.
BJ Services Company
(Registrant)
Date: February 14, 1996 BY /s/ Margaret Barrett Shannon
----------------------------------
Margaret Barrett Shannon
Vice President and
General Counsel
Date: February 14, 1996 BY /s/ Matthew D. Fitzgerald
----------------------------------
Matthew D. Fitzgerald
Controller and Chief
Accounting Officer
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EXHIBIT INDEX
3.1 Bylaws, as amended, effective December 7, 1995.
21.1 Subsidiaries of the Registrant.
27 Financial Data Schedule
<PAGE> 1
AMENDED AND RESTATED
BYLAWS OF
BJ SERVICES COMPANY
AS OF DECEMBER 7, 1995
<PAGE> 2
Table of Contents
<TABLE>
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Page No.
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ARTICLE I - Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Registered Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Other Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II - Meetings of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Annual Meeting of Stockholders . . . . . . . . . . . . . . . . . . . . . . 1
Section 3. Quorum; Adjourned Meetings and Notice Thereof . . . . . . . . . . . . . . . 1
Section 4. Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 5. Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 6. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 7. Notice of Stockholders' Meetings . . . . . . . . . . . . . . . . . . . . . 2
Section 8. Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 9. Maintenance and Inspection of Stockholder List . . . . . . . . . . . . . . 3
Section 10. Stockholder Action by Written Consent Without a Meeting . . . . . . . . . . 3
Section 11. Inspectors of Election . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 12. Procedure for Stockholders' Meetings . . . . . . . . . . . . . . . . . . . 4
Section 13. Order of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 14. Procedures for Bringing Business before an Annual Meeting . . . . . . . . . 4
Section 15. Procedures for Nominating Directors . . . . . . . . . . . . . . . . . . . . 5
ARTICLE III - Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1. Number and Qualification of Directors . . . . . . . . . . . . . . . . . . . 6
Section 2. Election and Term of Office . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3. Resignation and Removal of Directors . . . . . . . . . . . . . . . . . . . 7
Section 4. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 5. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 6. Place of Directors' Meetings . . . . . . . . . . . . . . . . . . . . . . . 8
Section 7. Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 8. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 9. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 10. Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 11. Telephonic Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 12. Meetings and Action of Committees . . . . . . . . . . . . . . . . . . . . . 9
Section 13. Special Meetings of Committees . . . . . . . . . . . . . . . . . . . . . . 10
Section 14. Minutes of Committee Meetings . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
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<TABLE>
<S> <C>
Section 15. Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 16. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE IV - Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1. Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2. Election of Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3. Subordinate Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 4. Removal and Resignation of Officers . . . . . . . . . . . . . . . . . . . . 12
Section 5. Vacancies in Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 6. Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 7. Vice Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 8. President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 9. Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 10. Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 11. Chief Financial Officer . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 12. Treasurer and Controller . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE V - Certificates of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 1. Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2. Signature on Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3. Statement of Stock Rights, Preferences, Privileges . . . . . . . . . . . . 14
Section 4. Lost Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5. Transfers of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 6. Fixing Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 7. Registered Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE VI - General Provisions - Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 1. Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2. Payment of Dividends; Directors' Duties . . . . . . . . . . . . . . . . . . 15
Section 3. Checks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 4. Corporate Contracts and Instruments . . . . . . . . . . . . . . . . . . . . 16
Section 5. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 6. Manner of Giving Notice . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 7. Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 8. Annual Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE VII - Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 1. Amendment by Directors . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2. Amendments by Stockholders . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>
<PAGE> 4
BYLAWS
OF
BJ SERVICES COMPANY
ARTICLE I
Offices
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may
from time to time determine or the business of the Corporation may require.
ARTICLE II
Meetings of Stockholders
Section 1. All meetings of the stockholders shall be held at such
place either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting.
Section 2. An annual meeting of stockholders shall be held on the
fourth Thursday in January in each year, if not a legal holiday, and if a legal
holiday, then on the next business day following, at 2:00 p.m. or at such other
date and time as may be determined from time to time by resolution adopted by
the Board of Directors, for the purpose of electing, subject to Article III,
Section 17 hereof, one class of the directors of the Corporation, and
transacting such other business as may properly be brought before the meeting.
Section 3. A majority of the stock issued and outstanding and
entitled to vote at any meeting of stockholders, the holders of which are
present in person or represented by proxy, without regard to class or series,
shall constitute a quorum for the transaction of business except as otherwise
provided by law, by the Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation"), or by these Bylaws. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave
less than a quorum and the votes present may continue to transact business
until adjournment provided that any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, a majority of the voting stock represented in person or by
proxy may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the meeting
as originally noticed. If the adjournment
<PAGE> 5
is for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote thereat.
Section 4. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy and entitled to vote shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of the statutes or the Certificate of Incorporation or these Bylaws, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.
Section 5. At each meeting of the stockholders, each stockholder
having the right to vote may vote in person or may authorize another person or
persons to act for him by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than three years
prior to said meeting, unless said instrument provides for a longer period.
All proxies must be filed with the Secretary of the Corporation at the
beginning of each meeting in order to be counted in any vote at the meeting. A
proxy shall be deemed signed if the stockholder's name is placed on the proxy
(whether by manual signature, telegraphic transmission or otherwise) by the
stockholder or the stockholder's attorney in fact. Except as otherwise set
forth in the Certificate of Incorporation, each stockholder shall have one vote
for each share of stock having voting power, registered in his name on the
books of the Corporation on the record date set by the Board of Directors as
provided in Article V, Section 6 hereof.
Section 6. Special meetings of the stockholders, for any purpose, or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called at any time by the Board of Directors or by a
committee of the Board of Directors and whose powers and authority, as provided
in a resolution of the Board of Directors or in these Bylaws, include the power
to call meetings. Special meetings of stockholders of the corporation may not
be called by any other person or persons. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
Section 7. Any notice requested to be given to stockholders by
statute, the Certificate of Incorporation or these Bylaws, including notice of
any meeting of stockholders, shall be given personally, by first-class mail or
by telegraphic communication, charges prepaid, addressed to the stockholder at
the address of such stockholder appearing on the books of the Corporation or
given by the stockholder to the Corporation for the purpose of notice. If no
such address appears on the Corporation's books or has been so given, notice
shall be deemed to have been given if sent by first-class mail or telegraphic
communication to the Corporation's principal executive office, or if published
at least once in a newspaper of general circulation in the county where such
principal executive office is located. Notice shall be deemed to have been
given at the time when delivered personally or deposited in the mail or sent by
telegram.
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<PAGE> 6
If any notice addressed to a stockholder at the address of such
stockholder appearing on the books of a Corporation is returned to the
Corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the stockholder
at such address, all further notices shall be deemed to have been duly given
without further mailing if the same shall be available to the stockholder upon
written demand of the stockholder at the principal executive office of the
Corporation for a period of one year from the date of the giving of such
notice.
Section 8. Attendance of a person at a meeting shall constitute a
waiver of notice to such person of such meeting, except when the person objects
at the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened, or objects to the consideration of
matters not included in the notice of the meeting.
Section 9. The officer or agent who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where their meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept open at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The stock ledger of the Corporation shall be the
only evidence as to who are the stockholders entitled to examine such list or
to vote at any meetings of stockholders.
Section 10. No action shall be taken by stockholders except at an
annual or special meeting of stockholders, and stockholders may not act by
written consent.
Section 11. Before any meeting of stockholders, the Board of
Directors may appoint any persons other than nominees for office to act as
inspectors of election at the meeting or its adjournment. If no inspectors of
election are so appointed, the chairman of the meeting may, and on the request
of any stockholder or a stockholder's proxy shall, appoint inspectors of
election at the meeting. The number of inspectors shall be either one or
three. If inspectors are appointed at a meeting on the request of one or more
stockholders or proxies, the holders of a majority of shares or their proxies
present at the meeting shall determine whether one or three inspectors are to
be appointed. If any person appointed as inspector fails to appear or fails or
refuses to act, the chairman of the meeting may, and upon the request of any
stockholder or a stockholder's proxy shall, appoint a person to fill such
vacancy.
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<PAGE> 7
The duties of these inspectors shall be as follows:
(a) Determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity and effect of proxies;
(b) Receive votes or ballots;
(c) Hear and determine all challenges and questions in any way
arising in connection with the right to vote;
(d) Count and tabulate all votes;
(e) Determine when the polls shall close;
(f) Determine the results; and
(g) Do any other acts that may be proper to conduct the election
or vote with fairness to all stockholders.
Section 12. Meetings of the stockholders shall be presided over by
the Chairman of the Board of Directors, or in his absence, by the Vice
Chairman, the President or by any Vice President, or, in the absence of any of
such officers, by a chairman to be chosen by a majority of the stockholders
entitled to vote at the meeting who are present in person or by proxy. The
Secretary, or, in his absence, any person appointed by the Chairman, shall act
as secretary of all meetings of the stockholders.
Section 13. The order of business at all meetings of stockholders
shall be as determined by the chairman of the meeting.
Section 14. Notwithstanding anything in these Bylaws to the contrary,
no business shall be conducted at an annual meeting of the stockholders except
in accordance with the procedures hereinafter set forth in this Section 14;
provided, however, that nothing in this Section 14 shall be deemed to preclude
discussion by any stockholder of any business properly brought before the
annual meeting in accordance with said procedures.
At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (1) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board, (2) otherwise properly brought before the meeting by or at the
direction of the Board, or (3) otherwise properly brought before the meeting by
a stockholder. In addition to any other applicable requirements, for business
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary
of
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<PAGE> 8
the Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than 30 days nor more than 60 days prior to the meeting as originally
scheduled; provided, however, that in the event that less than 40 days' notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made. Any adjournment(s) or postponement(s) of the original
meeting whereby the meeting will reconvene within 30 days from the original
date shall be deemed for purposes of notice to be a continuation of the
original meeting and no business may be brought before any such reconvened
meeting unless timely notice of such business was given to the Secretary of the
Corporation for the meeting as originally scheduled. A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and their reasons for conducting such
business at the annual meeting, (ii) the name and record address of the
stockholder proposing such business, (iii) the class and number of shares of
the Corporation which are beneficially owned by the stockholder, and (iv) any
material interest of the stockholder in such business.
The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 14, and if
he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Section 15. Notwithstanding anything in these Bylaws to the contrary,
only persons who are nominated in accordance with the procedures hereinafter
set forth in this Section 15 shall be eligible for election as directors of the
Corporation.
Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders only (1) by or at the
direction of the Board of Directors or (2) by any stockholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice of procedures set forth in this Section 15. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation
not less than 30 days nor more than 60 days prior to the meeting; provided,
however, that in the event that less than 40 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Any adjournment(s)
or postponement(s) of the original meeting whereby the meeting will reconvene
within 30 days from the original date shall be deemed for purposes of notice to
be a continuation of the original meeting and no nominations by a shareholder
of persons to be elected directors of the Corporation may be made at any such
reconvened meeting other than pursuant to a notice that was timely for the
meeting on the date originally scheduled.
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<PAGE> 9
Such stockholder's notice shall set forth: (i) as to each person whom the
stockholder proposes to nominate for election or re-election as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended, or any successor regulation thereto (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); and (ii) as to the stockholder giving the
notice (A) the name and address, as they appear on the Corporation's books, of
such stockholder, and (B) the class and number of shares of the Corporation
which are beneficially owned by such stockholder. At the request of the Board
of Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee.
The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by this Section 15, and if he should so determine, he
shall so declare to the meeting and the defective nomination shall be
disregarded.
ARTICLE III
Directors
Section 1. The Board of Directors shall consist of a minimum of four
(4) and a maximum of ten (10) directors. The number of directors shall be
fixed from time to time within the minimum and the maximum number established
by the then elected Board of Directors. The number of directors until changed
by the Board shall be seven (7). The maximum number of directors may not be
increased by the Board of Directors to exceed ten (10) without the affirmative
vote of 75% of the members of the entire Board. The directors need not be
stockholders. No officer of the Corporation may serve on a board of directors
of any company having a present or retired employee on the Corporation's Board
of Directors. No person may stand for election as a director if within the
previous one (1) year he has resigned from the Board as a result of the tenure
provisions of Article III, Section 3 hereof regarding service for more than 10,
11 or 12 consecutive years on the Board. No person associated with an
organization whose services are contracted by the Corporation shall serve on
the Corporation's Board of Directors, provided however that this prohibition
may be waived by a majority of the members of the whole Board if the Board in
its judgment determines that such waiver would be in the best interest of the
Corporation.
Section 2. The Board of Directors shall be divided into three
classes, Class I, Class II and Class III. The number of directors in each
class shall be the whole number contained in the quotient arrived at by
dividing the authorized number of directors by three, and if a fraction is also
contained in such quotient then if such fraction is one-third (1/3), the extra
director shall be a member of Class III, and if the fraction is two-thirds
(2/3), one of the extra directors shall be a member of Class III and the other
a member of Class II. Each director shall serve for a term ending on the date
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<PAGE> 10
of the third annual meeting following the annual meeting at which such director
was elected; provided, however, that the directors initially appointed to Class
I shall serve for a term ending on the date of the first annual meeting next
following September 30, 1990, the directors initially appointed to Class II
shall serve for a term ending on the date of the second annual meeting next
following September 30, 1990, and the directors initially appointed to Class
III shall serve for a term ending on the date of the third annual meeting next
following September 30, 1990. One class of the directors shall be elected at
each annual meeting of the stockholders. If any such annual meeting is not
held or the directors are not elected thereat, the directors may be elected at
any special meeting of stockholders held for that purpose. All directors shall
hold office until their respective successors are elected and qualified or
until their earlier death, resignation or removal.
Section 3. Directors who are employees of the Corporation must resign
from the Board of Directors at the time of any diminution in their duties or
responsibilities as an officer, at the time they leave the employ of the
Corporation for any reason or on their 70th birthday. A director's term of
office shall automatically terminate on the date of the annual meeting of
stockholders following: (i) his 70th birthday; (ii) the third anniversary of his
retirement from his principal occupation; (iii) unless he is an officer of the
Corporation, the date on which he has served on the Corporation's Board of
Directors for a consecutive period of (a) twelve (12) complete years or more
prior to the Corporation's 1991 annual meeting of stockholders, (b) eleven (11)
complete years or more prior to the Corporation's 1992 annual meeting of
stockholders, or (c) commencing with the 1993 annual meeting of stockholders, a
total of ten (10) complete years or more thereafter; (iv) any fiscal year in
which he has failed to attend at least 66% of the meetings of the Board of
Directors and any committees of the Board of Directors on which such director
serves; or (v) the first anniversary of any change in his employment (other
than a promotion or lateral movement within the same organization). The
requirements of sections 3(i) and 3(ii) of this Article III shall not apply to
a director who was 68 years old and serving on the Company's Board of Directors
on December 1, 1995. The requirements of Section 3(v) of Article III may be
waived by a majority of the members of the whole Board (excluding the director
whose resignation would otherwise be required) if the Board in its judgment
determines that such waiver would be in the best interest of the Corporation.
Any director may be removed for cause by the holders of a majority of the
shares of the Corporation entitled to vote in the election of directors;
stockholders may not remove any director without cause. The Board of Directors
may not remove any director for or without cause, and no recommendation by the
Board of Directors that a director be removed for cause may be made to the
stockholders except by the affirmative vote of not less than 75% of the members
of the whole Board; provided that the Board may remove any director who fails
to resign as required by the provisions of these Bylaws.
Section 4. Except as otherwise provided by statute or the Certificate
of Incorporation, in the case of any increase in the number of directors, such
additional director or directors shall be proposed for election to terms of
office that will most nearly result in each Class of directors containing
one-third of the entire number of members of the whole Board, and, unless such
position is to be filled by a vote of the stockholders at an annual or special
meeting, shall be elected by a majority vote of the directors in such Class or
Classes, voting separately by Class. In the case of any
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<PAGE> 11
vacancy in the Board of Directors, however created, the vacancy or vacancies
shall be filled by majority vote of the directors remaining in the Class in
which the vacancy occurs or, if only one such director remains, by such
director. In the event one or more directors shall resign, effective at a
future date, such vacancy or vacancies shall be filled as provided herein.
Directors so chosen or elected shall hold office for the remaining term of the
directorship to which appointed. Any director elected or chosen as provided
herein shall serve for the unexpired term of office or until his successor is
elected and qualified or until his earlier death, resignation or removal.
In the event of any decrease in the authorized number of directors,
(a) each director then serving as such shall nevertheless continue as a
director of the class of which he is a member until the expiration of this
current term, or his prior death, resignation or removal, and (b) the newly
eliminated directorships resulting from such decrease shall be apportioned by
the board of directors to such class or classes as shall, so far as possible,
bring the number of directors in the respective classes into conformity with
the formula in Section 2 hereof as applied to the new authorized number of
directors.
Section 5. The property and business of the Corporation shall be
managed by or under the direction of its Board of Directors. In addition to
the powers and authorities by these Bylaws expressly conferred upon them, the
Board may exercise all such powers of the corporation and do all such lawful
acts and things as are not by statute, by the Certificate of Incorporation or
by these Bylaws directed or required to be exercised or done by the
stockholders.
Meetings of the Board of Directors
Section 6. The directors may hold their meetings and have one or more
offices, and keep the books of the Corporation outside the state of Delaware.
Section 7. Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be determined
by the Board. Except as otherwise provided by statute, any business may be
transacted at any regular meeting of the Board of Directors.
Section 8. Special meetings of the Board of Directors may be called
by the Chairman of the Board, the Vice Chairman or the President on at least
forty-eight hours' notice to each director. Special meetings shall be called
by the President or the Secretary in like manner and on like notice on the
written request of any two directors unless the Board consists of only one
director, in which case special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of the sole
director.
Section 9. At all meetings of the Board of Directors a majority of
the authorized number of directors shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the vote of a majority
of the directors present at any meeting at which there is a quorum, shall be
the act of the Board of Directors, except as may be otherwise specifically
provided by statute, by the Certificate of Incorporation or by these Bylaws.
If a quorum shall not be present at any meeting of
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<PAGE> 12
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present. If only one director is authorized, such sole
director shall constitute a quorum. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of
directors, if any action is approved by at least a majority of the required
quorum for such meeting.
Section 10. Unless otherwise restricted by statute, the Certificate
of Incorporation or these Bylaws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.
Section 11. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
Committees of Directors
Section 12. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each such
committee to consist of one or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. If no alternate members have been appointed, the committee
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any absent or disqualified member. The Board of Directors shall, by resolution
passed by a majority of the whole Board, designate one member of each committee
as chairman of such committee. Each such chairman shall hold such office for a
period not in excess of five years, and shall upon surrender of such
chairmanship resign from membership on such committee. Any such committee, to
the extent provided in the resolution of the Board of Directors, shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, but no such
committee shall have the power or authority to authorize an amendment to the
Certificate of Incorporation, adopt an agreement of merger or consolidation,
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommend to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amend the Bylaws of the Corporation; and, unless the resolution or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock.
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Section 13. Special meetings of committees may be called by the
Chairman of such committee, the Chairman of the Board or the President, on at
least 48 hours notice to each member and alternate member. Alternate members
shall have the right to attend all meetings of the committee. The Board of
Directors may adopt rules for the government of any committee not inconsistent
with the provisions of these Bylaws. If a committee is comprised of an odd
number of members, a quorum shall consist of a majority of that number. If the
committee is comprised of an even number of members, a quorum shall consist of
one-half of that number. If a committee is comprised of two members, a quorum
shall consist of both members.
Section 14. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when requested.
Compensation of Directors
Section 15. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
Indemnification
Section 16. (a) The Corporation 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 Corporation or any of its direct or indirect wholly-owned subsidiaries or,
while a director, officer, employee or agent of the Corporation or any of its
direct or indirect wholly-owned subsidiaries, is or was serving at the request
of the Corporation 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 Corporation shall not be obligated to indemnify any such
person against any such action, suit or proceeding which is brought by such
person against the Corporation or any of its direct or indirect wholly-owned
subsidiaries or the directors of the Corporation 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 Corporation shall have previously approved the
bringing of such action, suit or proceeding. The Corporation 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
-10-
<PAGE> 14
who is or was an officer) of the Corporation 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
Corporation 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
Corporation shall not be obligated to indemnify any such person against any
action, suit or proceeding arising out of 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 Corporation
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 Corporation
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 Corporation 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 Corporation's Certificate of
Incorporation, the Certificate of Incorporation or bylaws or other governing
documents of any direct or indirect wholly-owned subsidiary of the Corporation,
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.
ARTICLE IV
Officers
Section 1. The officers of the Corporation shall be a Chairman of the
Board, a President, a Chief Financial Officer, a Vice President, a Secretary, a
Treasurer and a Controller. The Corporation may also have, at the discretion
of the Board of Directors, a Vice Chairman of the Board, one or more additional
Vice Presidents, and such other officers as may be appointed in accordance with
the provisions of Section 3 of this Article.
Section 2. The officers of the Corporation, except such officers as
may be appointed in accordance with the provisions of Section 3 or Section 5 of
this Article, shall be chosen by the Board of Directors, and each shall serve
at the pleasure of the Board, subject to the rights, if any, of any officer
under any contract of employment.
-11-
<PAGE> 15
Section 3. The Board of Directors may appoint, and may empower the
President to appoint, such other officers as the business of the Corporation
may require, each of whom shall hold office for such period, have such
authority and perform such duties as are provided in the Bylaws or as the Board
of Directors may from time to time determine.
Section 4. Any officer may be removed, either with or without cause,
by the Board of Directors, at any regular or special meeting thereof, or except
in case of an officer chosen by the Board of Directors, by any officer upon
whom such power of removal may be conferred by the Board of Directors, provided
that such removal shall not prejudice the remedy of such officer for breach of
any contract of employment.
Any officer may resign at any time by giving written notice to the
Corporation. Any such resignation shall take effect on receipt of such notice
or at any later time specified therein. Unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
Any such resignation is without prejudice to the rights, if any, of the
Corporation under any contract to which the officer is a party.
Section 5. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in these Bylaws for regular appointments to such office.
Section 6. The Chairman of the Board shall, if present, preside at
all meetings of the Board of Directors and of the stockholders, and shall
exercise and perform such other powers and duties as may be from time to time
assigned to him by the Board of Directors or prescribed by the Bylaws.
Section 7. The Vice Chairman of the Board shall exercise and perform
such powers and duties as may be from time to time assigned to him by the Board
of Directors or prescribed in these Bylaws. In the absence of the Chairman of
the Board, the Vice Chairman of the Board shall preside at all meetings of the
stockholders and the Board of Directors.
Section 8. The President shall be the chief executive officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and the officers of
the Corporation. In the absence of the Chairman of the Board and the Vice
Chairman of the Board, the President shall preside at all meetings of the
stockholders and the Board of Directors. He shall have the general powers and
duties of management usually vested in the office of President of a
Corporation, and shall have such other powers and duties as may be prescribed
by the Board of Directors or the Bylaws.
Section 9. In the absence or disability of the President, the Vice
Presidents, if any, in order of their rank as fixed by the Board of Directors,
or if not ranked, the Vice President designated by the President, shall perform
all the duties of the President, and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the President. The Vice
Presidents shall have
-12-
<PAGE> 16
such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors, these Bylaws or the
President.
Section 10. The Secretary shall keep or cause to be kept, at the
principal office or such other place as the Board of Directors may order, a
book of minutes of all meetings and actions of directors, committees of
directors and stockholders, with the time and place of holding, whether regular
or special, and, if special, how authorized, the notice thereof given, the
names of those present at directors' and committee meetings, the number of
shares present or represented at stockholders' meetings, and the proceedings
thereof.
The Secretary shall keep, or cause to be kept, at the principal office
or at the office of the Corporation's transfer agent or registrar, a share
register, or a duplicate share register, showing the names of all stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board of Directors required by these Bylaws or
by law to be given, and he shall keep the seal of the Corporation, if one be
adopted, in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or by the Bylaws.
Section 11. The Chief Financial Officer shall keep and maintain, or
cause to be kept and maintained, adequate and correct books and records of
accounts of the properties and business transactions of the Corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings and shares. The books of account shall be
open at all times to inspection by any director.
The Chief Financial Officer shall deposit all moneys and other
valuables in the name and to the credit of the Corporation with such
depositaries as may be designated by the Board of Directors. He shall disburse
the funds of the Corporation as may be ordered by the Board of Directors, shall
render to the President and Directors, whenever they request it, an account of
all of his transactions as Chief Financial Officer and of the financial
condition of the Corporation, and shall have other powers and perform such
other duties as may be prescribed by these Board of Directors or these Bylaws.
Section 12. The Treasurer and the Controller shall each have such
powers and perform such duties as from time to time may be prescribed for him
by the Board of Directors, the President or these Bylaws.
-13-
<PAGE> 17
ARTICLE V
Certificate of Stock
Section 1. Every holder of stock of the Corporation shall be entitled
to have a certificate signed by, or in the name of the Corporation by, the
Chairman or Vice Chairman of the Board of Directors, or the President or a Vice
President, and by the Secretary or an Assistant Secretary, if one be appointed,
or the Treasurer or an Assistant Treasurer, if one be appointed, of the
Corporation, certifying the number of shares represented by the certificate
owned by such stockholder in the Corporation.
Section 2. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
Section 3. If the Corporation shall be authorized to issue more than
one class of stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualification,
limitations or restrictions of such preferences and/or rights shall be set
forth in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided by statute, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock, a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
Lost, Stolen or Destroyed Certificates
Section 4. The Board of Directors, the Secretary and the Treasurer
each may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the owner of such certificate, or his legal representative. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to furnish the Corporation a bond in such form and
substance and with such surety as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the Certificate
alleged to have been lost, stolen or destroyed.
-14-
<PAGE> 18
Transfers of Stock
Section 5. Upon surrender to the Corporation, or the transfer agent
of the Corporation, of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall
be the duty of the Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books.
Fixing Record Date
Section 6. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the
stockholders, or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix a
record date which shall not be more than 60 nor less than 10 days before the
date of such meeting, nor more than 60 days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.
Registered Stockholder
Section 7. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
the State of Delaware.
ARTICLE VI
General Provisions
Dividends
Section 1. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property or in shares of the
Corporation's capital stock, subject to the provisions of the Certificate of
Incorporation.
Section 2. Before declaration of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the Board of Directors from time to time, in their absolute discretion, thinks
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for such other
purpose
-15-
<PAGE> 19
as the Board of Directors shall think conducive to the interests of the
Corporation, and the Board of Directors may thereafter abolish any such reserve
in its absolute discretion.
Checks
Section 3. All checks, drafts or other orders for payment of money,
notes or other evidences of indebtedness, issued in the name of or payable to
the Corporation shall be signed by such officer or officers as the Board of
Directors or the President or any Vice President, acting jointly, may from time
to time designate.
Section 4. The President, any Vice President, the Secretary or the
Treasurer may enter into contracts and execute instruments on behalf of the
Corporation. The Board of Directors, the President or any Vice President may
authorize any officer or officers, and any employee or employees or agent or
agents of the Corporation or any of its subsidiaries, to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances.
Fiscal Year
Section 5. The fiscal year of the Corporation shall be October 1
through September 30, unless otherwise fixed by resolution of the Board of
Directors.
Notices
Section 6. Whenever, under the provisions of the statutes, the
Certificate of Incorporation or these Bylaws, notice is required to be given to
any director, it shall not be construed to require personal notice, but such
notice may be given in writing, by mail, addressed to such director, at his
address as it appears on the records of the Corporation (unless prior to the
mailing of such notice he shall have filed with the Secretary a written request
that notices intended for him be mailed to some other address, in which case
such notice shall be mailed to the address designated in the request) with
postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail; provided,
however, that, in the case of notice of a special meeting of the Board of
Directors, if such meeting is to be held within seven calendar days after the
date of such notice, notice shall be deemed given as of the date such notice
shall be accepted for delivery by a courier service that provides "opening of
business next day" delivery, so long as at least one attempt shall have been
made, on or before the date such notice is accepted for delivery by such
courier service, to provide notice by telephone to each director at his
principal place of business and at his principal residence. Notice to
directors may also be given by telegram, by personal delivery or telephone.
Section 7. Whenever any notice is required to be given under the
provisions of the statutes, the Certificate of Incorporation or these Bylaws, a
waiver thereof in writing, or by telegraph, cable
-16-
<PAGE> 20
or other written form of recorded communication, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
Annual Statement
Section 8. The Board of Directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition
of the Corporation.
ARTICLE VII
Amendments
Section l. Except any amendment to this Article VII and to Article
II, Section 6, Article II, Section 10, Article III, Section 1 (as it relates to
increases in the number of directors), Article III, Section 2, the last
sentence of Article III, Section 3 (as it relates to removal of directors),
Article III, Section 4, Article III, Section 16 and Article VI, Section 6 of
these Bylaws, or any of such provisions, which shall require approval by the
affirmative vote of directors representing at least 75% of the number of
directors provided for in accordance with Article III, Section 1, and except as
otherwise expressly provided in a bylaw adopted by the stockholders as
hereinafter provided, the directors, by the affirmative vote of a majority of
the whole Board and without the assent or vote of the stockholders, may at any
meeting, make, repeal, alter, amend or rescind any of these Bylaws, provided
the substance of the proposed amendment or other action shall have been stated
in a notice of the meeting.
Section 2. These Bylaws may not be altered, amended or rescinded, and
new Bylaws may not be adopted, by the stockholders of the Corporation except by
the vote of the holders of not less than 75% of the total voting power of all
shares of stock of the Corporation entitled to vote in the election of
directors, considered for such purpose as one class.
-17-
<PAGE> 1
EXHIBIT 21.1 BJ SERVICES COMPANY
SUBSIDIARIES
<TABLE>
<CAPTION>
Name of Entity/Jurisdiction of Organization Percentage Owned By
- ------------------------------------------- -------------------
Registrant Subsidiary
---------- ----------
<S> <C> <C>
BJ Services Company Middle East (Delaware) . . . . . . . . . . . . . . . . . . . . . 100%
Gulf Well Services Company (Kuwait) (Joint Venture) . . . . . . . . . . . . . . . 40%
BJ Services Company Overseas (Delaware) . . . . . . . . . . . . . . . . . . . . . . . 100%
BJ Services Company, U.S.A. (Delaware) . . . . . . . . . . . . . . . . . . . . . . . 100%
Western Petroleum Services, Inc. (Delaware) . . . . . . . . . . . . . . . . . . . 100%
Western Petroleum Services International Company (Delaware) . . . . . . . . . . . 100%
Western Petroleum Services International Nigeria Ltd. (Nigeria) (Joint Venture) 80%
P.T. Western Petroleum Servindo (Indonesia) (Joint Venture) . . . . . . . . . . 64%
Western Rotary Petroleum Services KFT (Hungary) (Joint Venture) . . . . . . . . 50%
Western Oceanic (Nigeria) Ltd. (Nigeria) (Joint Venture) . . . . . . . . . . . . . 60%
Colony Drilling Company Limited (UK) . . . . . . . . . . . . . . . . . . . . . . . 100%
Western Petroleum Services (U.K.) Ltd. (UK) . . . . . . . . . . . . . . . . . . 100%
Western Oceanic Services, Inc. (Delaware) . . . . . . . . . . . . . . . . . . . . 100%
Western Services International, Inc. (Delaware) . . . . . . . . . . . . . . . . . 100%
Western Oilfield Supply & Rental, Inc. (Delaware) . . . . . . . . . . . . . . . . 100%
Western Oceanic, Inc. (Delaware) . . . . . . . . . . . . . . . . . . . . . . . . . 100%
Western Oceanic International, Inc. (Panama) . . . . . . . . . . . . . . . . . 100%
Altomar Perfuracoes Maritimas Ltda. (Brazil) . . . . . . . . . . . . . . . 99.99%
Saturn Energy Company (Delaware) . . . . . . . . . . . . . . . . . . . . . . . . 100%
Offshore International Ltd. (Delaware) . . . . . . . . . . . . . . . . . . . . . 100%
WOI, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100%
BJ Service International, Inc. (Delaware) . . . . . . . . . . . . . . . . . . . . . . 100%
BJ-Hughes C.I. Ltd. (Cayman Islands) . . . . . . . . . . . . . . . . . . . . . . . 100%
BJ Oilwell Services (Malaysia) Sdn. Bhd. (Joint Venture) . . . . . . . . . . . . . 65%
BJ Service International (Thailand) Ltd. . . . . . . . . . . . . . . . . . . . . . 100%
BJ Service Arabia Ltd. (Saudi Arabia) (Joint Venture) . . . . . . . . . . . . . . 70%
BJ Services C.I., Ltd. (Cayman Islands) . . . . . . . . . . . . . . . . . . . . . 100%
BJ Services Canada Inc. (Alberta) . . . . . . . . . . . . . . . . . . . . . . . . 100%
BJ Services Company B.V. (Netherlands) . . . . . . . . . . . . . . . . . . . . . . 100%
BJ Services Company GmbH (Germany) . . . . . . . . . . . . . . . . . . . . . . 100%
BJ Services AS (Norway) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100%
BJ COMTEC AS (Norway . . . . . . . . . . . . . . . . . . . . . . . . . . . 100%
BJ Services Company Italia S.r.l. (Italy) . . . . . . . . . . . . . . . . . . . 100%
BJ Services Company Mexicana S.A. de C.V. (Mexico) . . . . . . . . . . . . . . . . 100%
BJ Services Company (Nigeria) Limited (Joint Venture) . . . . . . . . . . . . . . 60%
BJ Services Company S.A. (Panama) . . . . . . . . . . . . . . . . . . . . . . . . 100%
BJ Services Company Limited (Scotland) . . . . . . . . . . . . . . . . . . . . . . 100%
BJ Services Company (UK) Limited (Scotland) . . . . . . . . . . . . . . . . . . 100%
BJ Leasing Company Limited (Scotland-Vestfonn) . . . . . . . . . . . . . . . . 100%
BJS Oilfield Technology Limited . . . . . . . . . . . . . . . . . . . . . . . . 100%
BJS Services International Limited (Scotland) (Eastern Europe) . . . . . . . . 100%
BJ Services Company (Singapore) Pte. Ltd. Singapore) . . . . . . . . . . . . . . . 100%
BJ Services de Venezuela IV, C.A. (Venezuela) . . . . . . . . . . . . . . . . . . 100%
BJ Services de Venezuela, C.A. (Venezuela) . . . . . . . . . . . . . . . . . . 100%
BJ Services de Venezuela II, C.A. (Venezuela) . . . . . . . . . . . . . . 100%
BJ Services de Venezuela III, C.A. (Venezuela) . . . . . . . . . . . . 100%
BJ Services International S.A. (Panama) . . . . . . . . . . . . . . . . . . . . . 100%
BJ Pumping Services Company S.A. (Panama) (Joint Venture) . . . . . . . . . . . . 65%
BJ Services S.A. (Argentina) . . . . . . . . . . . . . . . . . . . . . . . . . . . 100%
Compania de Servicios Petroleros BJ Boliviana S.A.
(BJ Boliviana S.A.) (Bolivia) (Joint Venture) . . . . . . . . . . . . . . 49%
Hughes Services Eastern Hemishpere S.A.R.L. (France) . . . . . . . . . . . . . . . 100%
International Specialty Chemicals Ltd. (Cayman Islands) (Joint Venture) . . . . . 75%
P.T. BJ-Hughes Services Indonesia (Indonesia) (Joint Venture) . . . . . . . . . . 75%
SEBEP (Servicios Brasileiros Especializados em Petroleo S.A.) (Brazil) . . . . . . 100%
SEBEP Quimica Industria e Comercio Ltda. (Brazil) . . . . . . . . . . . . . . . 100%
SEBEX Oil Well Services, S.A. (Brazil) . . . . . . . . . . . . . . . . . . . . 100%
Societe Algerienne de Cimentation (ALCIM) (Algeria) (Joint Venture) . . . . . . . 49%
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-1-1995
<PERIOD-END> DEC-31-1995
<CASH> 3,799
<SECURITIES> 0
<RECEIVABLES> 173,633
<ALLOWANCES> 6,623
<INVENTORY> 72,840
<CURRENT-ASSETS> 272,998
<PP&E> 749,802
<DEPRECIATION> 335,010
<TOTAL-ASSETS> 1,002,098
<CURRENT-LIABILITIES> 213,294
<BONDS> 0
<COMMON> 2,805
0
0
<OTHER-SE> 475,466
<TOTAL-LIABILITY-AND-EQUITY> 1,002,098
<SALES> 0
<TOTAL-REVENUES> 206,501
<CGS> 0
<TOTAL-COSTS> 167,086
<OTHER-EXPENSES> 21,858
<LOSS-PROVISION> 387
<INTEREST-EXPENSE> 5,538
<INCOME-PRETAX> 12,698
<INCOME-TAX> 3,553
<INCOME-CONTINUING> 9,145
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,145
<EPS-PRIMARY> .33
<EPS-DILUTED> 0
</TABLE>
