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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: FEBRUARY 6, 1996
BJ SERVICES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> C>
DELAWARE 1-10570 63-0084140
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
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5500 NORTHWEST CENTRAL DRIVE
HOUSTON, TEXAS 77092
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(713) 462-4239
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
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ITEM 5. OTHER EVENTS
PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
This pro forma financial statement is based on the historical financial
information of BJ Services Company ("BJ Services" or the "Company") and The
Western Company of North America ("Western"), giving effect to certain
adjustments under the purchase method of accounting for the merger of Western
with and into BJ Services effective April 13, 1995 (the "Merger"). The pro
forma financial statement presented herein is derived from BJ Services' and
Western's historical consolidated financial data for the indicated period,
which, in the case of the statement of operations of Western, differs from the
period used for presentation of Western's historical financial statements. In
the case of Western, the statement of operations for the year ended September
30,1995 was derived by combining the last three months of its fiscal year ended
December 31, 1994 with the first three months of its fiscal 1995. Actual
results of Western's operations were included with BJ Services' results
beginning April 1, 1995. The pro forma statement of operations was prepared as
if the Merger had occurred as of October 1, 1994 and does not include any
estimate for loss of revenue from overlapping locations or the effect of any
modifications in operations that might have occurred had BJ Services owned and
operated the businesses during the period presented except as described in the
Notes to the Pro Forma Statement of Operations. A supplemental pro forma
presentation of operating results for the year ended September 30, 1995 was also
made to reflect the effects of eliminating certain nonrecurring charges so that
the results would, in management's opinion, be more reflective of normal
operations.
The pro forma financial statement should be read in conjunction with the
Notes to Pro Forma Financial Statement and with the Consolidated Financial
Statements of BJ Services and the related notes thereto and the Consolidated
Financial Statements of Western and the related notes thereto, all as previously
filed. The pro forma financial information has been prepared based upon
assumptions deemed appropriate by management of BJ Services. This information
is prepared for informational purposes only and is not necessarily indicative of
the actual results that would have been achieved had the Merger and related
financing occurred at October 1, 1994, or of future results.
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PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED)
TWELVE MONTHS ENDED
SEPTEMBER 30, 1995
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Historical Pro Forma Supplemental Pro Forma
----------------------- ----------------------- ----------------------------
Nonrecurring
BJ Services Western Adjustments Combined Adjustments As Adjusted
----------- ------- ----------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Revenue 633,660 173,922 807,582 807,582
Operating Expenses:
Cost of sales and services 564,587 164,660 4,437 (2) 733,684 733,684
General and administrative 28,318 5,033 33,351 33,351
Amortization of Goodwill 3,266 2,157 (3) 5,423 5,423
Unusual Charge 17,200 17,200 (17,200)(7) 0
------- -------- ------ ------- ------- -------
613,371 169,693 6,594 789,658 (17,200) 772,458
------- -------- ----- ------- ------- -------
Operating income 20,289 4,229 (6,594) 17,924 17,200 35,124
Other Income (Expense):
Interest expense (15,164) (4,599) (3,900)(4) (23,663) (23,663)
Interest income 899 362 1,261 1,261
Asset sales and other 2,763 (21,118)(5) 21,118 (5) 2,763 2,763
------- -------- ------ ------- ------- -------
Income before income taxes 8,787 (21,126) 10,624 (1,715) 17,200 15,485
Income tax expense (benefit) (1,102) 285 (3,206)(6) (4,023) 6,020 (7) 1,997
------- -------- ------ ------- ------- -------
Net income $ 9,889 ($21,411) $13,830 $ 2,308 $11,180 $13,488
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Weighted average shares
outstanding 21,376 6,550 (1) 27,926 27,926
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Net income per share $ 0.46 $ 0.08 $ 0.48
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See Notes to Pro Forma Statement of Operations
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NOTES TO PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED)
(IN THOUSANDS)
(1) The pro forma statement of operations reflects the purchase of 100% of
the outstanding shares of Western common stock. In accordance with
purchase accounting, the assets and liabilities of Western were
recorded on BJ Services' books at their estimated fair market value
with the remaining purchase price reflected as goodwill, which is being
amortized on a straight-line basis over 40 years. The transaction may
be summarized as follows:
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BJ Services Consideration Paid:
Cash $247,880
Stock issued (12,036,393 shares) 239,551
Warrants issued (4,800,037 warrants) 24,000
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Total consideration 511,431
Net assets acquired 335,891 (1)
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Goodwill 175,540
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(1) Includes cash acquired of $44.5 million.
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(2) Reflects increased depreciation expense due to the net write-up of
property, depreciated over its average estimated remaining useful life.
(3) Reflects amortization of the increase to goodwill over a 40-year
period.
(4) Reflects interest expense on the borrowing to finance the acquisition
at an average assumed rate of 6.625% for the six months prior to the
Merger.
(5) Adjustment to eliminate expenses incurred by Western directly
attributable to the Merger.
(6) Adjustment to reflect 35% effective tax rate for Western and the tax
effect of the pro forma adjustments, with the exception of goodwill
amortization.
(7) Adjustment to eliminate the following nonrecurring charges (and the
related tax effect at 35%) incurred by BJ Services following the
Merger and directly related to the Merger:
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<S> <C>
Facility closings $5,596
Change in control costs 5,381
Legal and other 4,047
Severance costs 2,176
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Total $17,200
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BJ SERVICES COMPANY
By:
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Matthew D. Fitzgerald
Controller
Date: February 6, 1996
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