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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BJ SERVICES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 63-0084140
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
5500 NORTHWEST CENTRAL DRIVE
HOUSTON, TEXAS 77092
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
IF THIS FORM RELATES TO THE IF THIS FORM RELATES TO THE
REGISTRATION OF A CLASS OF DEBT REGISTRATION OF A CLASS OF DEBT
SECURITIES AND IS EFFECTIVE SECURITIES AND IS TO BECOME
UPON FILING PURSUANT TO GENERAL EFFECTIVE SIMULTANEOUSLY WITH THE
INSTRUCTION A(c)(1) PLEASE CHECK EFFECTIVENESS OF A CONCURRENT
THE FOLLOWING BOX. [ ] REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 PURSUANT TO
GENERAL INSTRUCTION A(c)(2)
PLEASE CHECK THE FOLLOWING BOX. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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COMMON STOCK, $.10 PAR VALUE PER SHARE NEW YORK STOCK EXCHANGE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 is hereby deleted and replaced in its entirety by the
following:
DESCRIPTION OF CAPITAL STOCK
The following statements are brief summaries of certain
provisions relating to the capital stock of BJ Services Company ("BJ Services"
or the "Company") and are qualified in their entirety by reference to the
provisions of the Certificate of Incorporation (the "Charter") and Bylaws of BJ
Services, each as amended, which are incorporated by reference as exhibits
hereto.
The authorized capital stock of BJ Services consists of
80,000,000 shares of common stock, par value $0.10 per share ("BJ Common
Stock"), 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 ("BJ Preferred
Stock"), issuable upon exercise of the Company's preferred share purchase
rights ("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 and Bylaws, the Certificate of
Designation for the BJ Preferred Stock and the Stockholder Rights Agreement,
which is between BJ Services and the rights agent named therein, and the
information herein is qualified in its entirety by this reference.
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
includes 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 Company's Bylaws provide that, in general, when a quorum is
present at any meeting of stockholders, 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 questions brought before such meeting (except as
otherwise required by statute or the Company's Charter or Bylaws). See
"Certain Anti-takeover Provisions." 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
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. A Certificate of
Designation has been filed with the Secretary of State of the State of Delaware
with respect to the BJ Preferred Stock authorized by the Board of Directors.
The BJ Preferred Stock, which is issuable under certain circumstances upon
exercise of the BJ Rights, includes dividend, liquidation and voting rights that
would limit or qualify the rights of the holders of the BJ Common Stock. BJ
Services has filed a Registration Statement on Form 8-A/A (Commission file
number 1-10570), including descriptions of the BJ Rights and the BJ Preferred
Stock, and such descriptions are incorporated herein by reference.
CERTAIN ANTI-TAKEOVER PROVISIONS
The provisions of the Company's 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.
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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
have been or 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 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
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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 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.
ITEM 2. EXHIBITS.
The following exhibits to this Registration Statement on Form
8-A/A are incorporated by reference from the documents specified, which have
been filed with the Securities and Exchange Commission.
<TABLE>
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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3.1 Certificate of Incorporation of the Registrant, as amended (filed as Exhibit 3.1 to the Registrant's
Form 8-K filed April 18, 1995, and incorporated herein by reference).
3.2 Certificate of Designation of Series Two Junior Participating Preferred Stock (filed as Exhibit 3.1 to
the Registrant's Registration Statement on Form 8-A dated January 12, 1994 and incorporated herein by
reference).
3.3 Bylaws of the Registrant, as amended (filed as Exhibit 3.3 to the Registrant's Annual Report on Form
10-K for the year ended September 30, 1995 and incorporated herein by reference).
4.1 Specimen form of certificate for the Common Stock (filed as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-35187) and incorporated herein by reference).
4.2 Stockholder Rights Agreement dated as of January 12, 1994, between the Company and First Chicago Trust
Company of New York, as Rights Agent (filed as Exhibit 3.1 to the Registrant's Registration Statement
on Form 8-A dated January 12, 1994 and incorporated herein by reference), as amended by the first
Amendment to Stockholders Rights Agreement dated as of June 22, 1994 (filed as Exhibit 2 to the
Registrant's Form 8-A/A Amendment No. 1 to Form 8-A dated August 26, 1994 and incorporated herein by
reference) and by the Second Amendment to Stockholder Rights wAgreement dated as of September 22, 1994
(filed as Exhibit 3 to the Registrant's Form 8-A/A Amendment No. 2 to Form 8-A dated September 30, 1994
and incorporated herein by reference).
4.3 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 the Registrant's Form 10-K for the year ended
September 30, 1995, and incorporated herein by reference).
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4.4 Indenture between The Western Company of North America ("Western") 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 (Reg. No. 33-51852) and incorporated herein by
reference)
4.5 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)
4.6 Second Supplemental Indenture to the Note Indenture, dated as of April 13, 1995, between The Western
Company of North America, BJ Services Company and United States Trust Company of New York, Trustee (filed as
Exhibit 10.5 to Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (Reg. No. 33-58017), and
incorporated herein by reference)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
BJ SERVICES COMPANY
By: MARGARET BARRETT SHANNON
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Margaret Barrett Shannon
Vice President and General Counsel
Date: January 9, 1996
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION
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3.1 Certificate of Incorporation of the Registrant, as amended (filed as Exhibit 3.1 to the
Registrant's Form 8-K filed April 18, 1995, and incorporated herein by reference)
3.2 Certificate of Designation of Series Two Junior Participating Preferred Stock (filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form 8-A dated January 12, 1994
and incorporated herein by reference)
3.3 Bylaws of the Registrant, as amended (filed as Exhibit 3.3 to the Registrant's Annual
Report on Form 10-K for the year ended September 30, 1995 and incorporated herein by
reference)
4.1 Specimen form of certificate for the Common Stock (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1 (Reg. No. 33-35187) and incorporated
herein by reference)
4.2 Stockholder Rights Agreement dated as of January 12, 1994, between the Company and First
Chicago Trust Company of New York, as Rights Agent (filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form 8-A dated January 12, 1994 and incorporated
herein by reference), as amended by the first Amendment to Stockholders Rights Agreement
dated as of June 22, 1994 (filed as Exhibit 2 to the Registrant's Form 8-A/A Amendment No.
1 to Form 8-A dated August 26, 1994 and incorporated herein by reference) and by the
Second Amendment to Stockholder Rights Agreement dated as of September 22, 1994 (filed as
Exhibit 3 to the Registrant's Form 8-A/A Amendment No. 2 to Form 8-A dated September 30,
1994 and incorporated herein by reference)
4.3 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 the Registrant's Form 10-K
for the year ended September 30, 1995, and incorporated herein by reference)
4.4 Indenture between The Western Company of North America ("Western") 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 (Reg. No. 33-51852) and incorporated herein
by reference)
4.5 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)
4.6 Second Supplemental Indenture to the Note Indenture, dated as of April 13, 1995, between
The Western Company of North America, BJ Services Company and United States Trust Company of
New York, Trustee (filed as Exhibit 10.5 to Post-Effective Amendment No. 1 to Registration
Statement on Form S-4 (Reg. No. 33-58017), and incorporated herein by reference)
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