<PAGE> 1
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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 March 31, 1998
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 (I.R.S. Employer Identification No.)
of 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 76,375,350 shares of the registrant's common stock, $.10 par value,
outstanding as of May 11, 1998.
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<PAGE> 2
BJ SERVICES COMPANY
INDEX
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
<S> <C>
Item 1. Financial Statements
Consolidated Condensed Statement of Operations (Unaudited) - Three
and six months ended March 31, 1998 and 1997 3
Consolidated Condensed Statement of Financial Position -
March 31, 1998 (Unaudited) and September 30, 1997 4
Consolidated Condensed Statement of Cash Flows (Unaudited) -
Six months ended March 31, 1998 and 1997 5
Notes to Unaudited Consolidated Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II - OTHER INFORMATION 13
</TABLE>
2
<PAGE> 3
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 Six Months Ended
March 31, March 31,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $ 395,602 $ 343,698 $ 810,962 $ 684,078
Operating expenses:
Cost of sales and services 291,983 274,710 596,867 546,918
Research and engineering 8,044 6,080 15,583 11,992
Marketing 14,633 12,263 29,205 23,894
General and administrative 13,140 11,489 26,077 22,206
Goodwill amortization 3,513 3,601 7,040 7,385
----------- ------------ ----------- -----------
Total operating expenses 331,313 308,143 674,772 612,395
----------- ------------ ----------- -----------
Operating income 64,289 35,555 136,190 71,683
Interest expense (6,733) (7,978) (12,739) (16,298)
Interest income 343 262 723 303
Other income (expense) - net (277) 802 (766) 945
----------- ------------ ----------- -----------
Income before income taxes 57,622 28,641 123,408 56,633
Income taxes 19,016 8,444 40,725 16,462
----------- ------------ ----------- -----------
Net income $ 38,606 $ 20,197 $ 82,683 $ 40,171
=========== =========== =========== ===========
Net income per share:
Basic $ .51 $ .26 $ 1.09 $ .52
Diluted $ .47 $ .25 $ .99 $ .49
Average shares outstanding:
Basic 75,155 76,626 76,187 76,520
Diluted 82,178 81,594 83,641 81,432
</TABLE>
See Notes to Unaudited Consolidated Condensed Financial Statements
3
<PAGE> 4
BJ SERVICES COMPANY
CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL POSITION
(In thousands)
<TABLE>
<CAPTION>
March 31, September 30,
1998 1997
------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,450 $ 3,900
Receivables - net 326,220 332,851
Inventories:
Finished goods 75,636 73,343
Work in process 4,456 6,969
Raw materials 25,811 23,922
------------- -------------
Total inventories 105,903 104,234
Deferred income taxes 10,538 12,986
Other current assets 23,145 20,773
------------- -------------
Total current assets 468,256 474,744
Property - net 564,714 540,356
Deferred income taxes 162,397 183,076
Goodwill - net 506,315 513,388
Other assets 15,545 15,204
------------- -------------
$ 1,717,227 $ 1,726,768
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 140,472 $ 162,467
Short-term borrowings and current
portion of long-term debt 120,643 102,698
Accrued employee compensation and benefits 34,808 38,807
Income and other taxes 23,287 21,126
Accrued insurance 13,204 15,486
Other accrued liabilities 46,330 44,760
------------- -------------
Total current liabilities 378,744 385,344
Long-term debt 273,366 298,634
Deferred income taxes 9,929 7,598
Accrued post retirement benefits and other 74,343 74,965
Stockholders' equity 980,845 960,227
------------- -------------
$ 1,717,227 $ 1,726,768
============= =============
</TABLE>
See Notes to Unaudited Consolidated Condensed Financial Statements
4
<PAGE> 5
BJ SERVICES COMPANY
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
March 31,
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 82,683 $ 40,171
Adjustments to reconcile net income to cash provided by operating activities:
Amortization of unearned compensation 5,550 750
Depreciation and amortization 45,072 45,608
Deferred income taxes 23,656 11,884
Changes in:
Receivables 6,631 (14,029)
Inventories (1,669) 1,898
Accounts payable (21,995) (9,730)
Other current assets and liabilities (3,120) (274)
Other - net 4,210 (30,688)
------------- ------------
Net cash provided by operating activities 141,018 45,590
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (67,657) (32,241)
Proceeds from disposal of assets 4,030 25,224
Acquisition of business, net of cash acquired (13,464)
------------- ------------
Net cash used for investing activities (63,627) (20,481)
CASH FLOWS FROM FINANCING ACTIVITIES:
Reduction of borrowings - net (7,323) (29,612)
Purchase of treasury stock (76,819)
Proceeds from issuance of stock 5,301 4,890
------------- ------------
Net cash used for financing activities (78,841) (24,722)
Increase (decrease) in cash and cash equivalents (1,450) 387
Cash and cash equivalents at beginning of period 3,900 2,897
------------- ------------
Cash and cash equivalents at end of period $ 2,450 $ 3,284
============= =============
</TABLE>
See Notes to Unaudited Consolidated Condensed Financial Statements
5
<PAGE> 6
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 March 31, 1998, the results of
operations for each of the three-month and six-month periods ended March 31,
1998 and 1997 and cash flows for each of the six-month periods ended March 31,
1998 and 1997. The consolidated condensed statement of financial position at
September 30, 1997 is derived from the September 30, 1997 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 six-month period ended March 31, 1998 are not
necessarily indicative of the results to be expected for the full year.
Certain amounts for fiscal 1997 have been reclassified to conform to the current
year presentation.
Note 2 Earnings Per Share
In October 1997, the Company adopted Statement of Financial Accounting Standards
No. 128 "Earnings Per Share ("EPS")." In accordance with this standard, the
Company has replaced the presentation of primary EPS and fully diluted EPS with
the presentation of basic EPS and diluted EPS for all periods presented. Basic
EPS excludes dilution and is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding for the
period. Diluted EPS is based on the weighted-average number of shares
outstanding during each period and the assumed exercise of dilutive stock
options and warrants less the number of treasury shares assumed to be purchased
from the proceeds using the average market price of the Company's common stock
for each of the periods presented.
At the annual meeting of stockholders on January 22, 1998, the Company's
stockholders approved an amendment to the Company's charter increasing the
number of authorized shares of common stock from 80 million to 160 million
shares. As a result, a 2 for 1 stock split approved by the Board of Directors on
December 11, 1997 (to be effected in the form of a stock dividend) was
subsequently distributed on February 20, 1998 to stockholders of record as of
January 30, 1998. Accordingly, all references in the financial statements to
number of shares outstanding and earnings per share amounts have been
retroactively restated for all periods presented to reflect the increased number
of common shares outstanding resulting from the stock split.
6
<PAGE> 7
The following table presents information necessary to calculate earnings per
share for the periods presented (in thousands except earnings per share):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 38,606 $ 20,197 $ 82,683 $ 40,171
Average common shares outstanding: 75,155 76,626 76,187 76,520
----------- ----------- ----------- -----------
Basic earnings per share $ .51 $ .26 $ 1.09 $ .52
=========== =========== =========== ===========
Average common and dilutive potential common
shares outstanding:
Average common shares outstanding 75,155 76,626 76,187 76,520
Assumed exercise of stock options 1,772 1,666 1,859 1,656
Assumed exercise of warrants 5,251 3,302 5,595 3,256
----------- ----------- ----------- -----------
82,178 81,594 83,641 81,432
----------- ----------- ----------- -----------
Diluted earnings per share $ .47 $ .25 $ .99 $ .49
=========== =========== =========== ===========
</TABLE>
7
<PAGE> 8
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 and Canada, where the Company
expects to generate over 60% of its revenues during fiscal 1998. While published
industry surveys have estimated 1998 spending will exceed 1997 levels by 10 to
12%, recent weakness in oil prices may cause actual spending to fall below such
estimates.
Due to "aging" oilfields 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.
Until recently, excess capacity among pumping service companies resulted in the
inability to generate adequate returns on new capital investments. To improve
returns in this environment, the Company believes it is important to operate
with a greater "critical mass" in the key U.S. markets. This conclusion led to
the decision in April 1995 to consolidate its operations with those of The
Western Company of North America ("Western"), which had a larger presence in the
United States. The Company's U.S. operations were further increased through the
acquisition of Nowsco Well Service Ltd. ("Nowsco") in June 1996, which added
operations in the mid-continental and northeastern U.S., the latter being an
area in which the Company did not have an existing presence.
Relatively stronger oil and gas prices and improved oilfield technology and
equipment have recently led to more favorable drilling conditions in the United
States. As a result, in August 1997 the U.S. active rig count exceeded 1,000
rigs for the first time since 1991. In the first six months of fiscal 1998, the
U.S. active rig count increased 15% over the first six months of the prior
fiscal year. The increase in activity occurred primarily in drilling for natural
gas, which was up 24% compared with the prior year. However, with oil prices
currently below $16 per barrel, U.S. drilling activity for the second half of
the fiscal year is expected to be below prior year levels.
With the exception of Canada, international drilling activity has
historically been less volatile than domestic drilling activity. In the first
six months of fiscal 1998, active international drilling rigs increased 9% over
the first half of 1997, primarily on the strength of development work in Canada.
However, Canadian drilling activity is also expected to be below prior year
levels during the second half of the fiscal year due to the weakness in oil
prices.
8
<PAGE> 9
Results of Operations
The following table sets forth selected key operating statistics reflecting
industry rig count and the Company's financial results for the three and six
month periods ended March 31, 1998 compared with the same periods of the prior
fiscal year.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Rig Count: (1)
U.S. 966 856 982 851
International 1,268 1,199 1,264 1,157
Revenue per rig (in thousands) $177.1 $167.2 $361.1 $340.1
Revenue per employee (in thousands) $44.6 $44.6 $92.5 $90.0
Percentage of gross profit to revenue (2) 26.2% 20.1% 26.4% 20.1%
Percentage of research and engineering
expense to revenue 2.0% 1.8% 1.9% 1.8%
Percentage of marketing expense to
revenue 3.7% 3.6% 3.6% 3.5%
Percentage of general and administrative
expense to revenue 3.3% 3.3% 3.2% 3.2%
</TABLE>
- ----------
(1) Industry estimate of average active rigs.
(2) Gross profit represents revenue less cost of sales and services.
Revenue: The Company's revenue increased by 15% and 19%, respectively,
compared with the same three and six-month periods of the previous year due
primarily to continued strength in natural gas drilling activity, improved
pricing and increases resulting from the Company's growth initiatives in
international stimulation, coiled tubing and downhole tools. Revenues for the
second half of the fiscal year, however, are expected to be negatively impacted
by the current weakness in oil-related drilling activity and in Canada due to
a more severe spring breakup season and unfavorable currency exchange rates.
United States
- -------------
The Company's U.S. revenues increased by 14% compared to the prior year's
second fiscal quarter due primarily to strength in natural gas drilling activity
partially offset by a 9% decline in workover activity. Pricing for the Company's
pressure pumping services improved by approximately 20% compared to the prior
year's second quarter. Additionally, cementing, coiled tubing and downhole tool
operations contributed favorably with quarterly revenue improvement of 28%, 28%
and 54%, respectively, while fracturing revenues increased only slightly from
the prior year period. For the six-month period ended March 31, 1998, U.S.
revenues increased by 21% over the comparable period of fiscal 1997 with each of
the Company's U.S. regions up
9
<PAGE> 10
sharply. The most significant increases were in West Texas and in the Gulf of
Mexico, where the Company was operating a record number of offshore cementing
skids.
International
- -------------
The Company's international revenues increased by 16% over both the prior
year's second fiscal quarter and for the six-month period ended March 31, 1998
compared to the same period in the prior year. Led by a strong increase in
stimulation revenues, the Company's international operations generated their
twenty-first consecutive quarter of year over year revenue improvement. Each of
the Company's international pressure pumping regions showed revenue increases.
The Middle East and Far East regions showed the largest percentage gains due to
revenues from well-kill and stimulation operations, respectively. Latin American
revenues continued to expand on the strength of stimulation activity in
Venezuela, Brazil and Colombia. Operating Income: Operating income increased by
81% and 90% for the three and six-month periods, respectively, compared to the
same periods in the prior year due to the increased activity and better pricing.
Operating income margins for the quarter, exclusive of goodwill amortization,
increased to 17.1% of revenues from 11.4% in the prior year's second quarter.
The gross margin improvement was due to the Company's North American pumping
operations running at high utilization levels. In addition, continued strength
in international markets, especially the high margin North Sea stimulation
business and well-kill operation, contributed to the margin improvement.
Although increasing significantly on an absolute basis, the other operating
expenses (research and engineering, marketing, and general and administrative)
increased only slightly as a percentage of revenue. The increases are reflective
of increased support costs from the higher activity levels, as well as increased
spending on coiled tubing and downhole tool research, international commissions,
information systems and incentives.
Other: Interest expense decreased by $1.2 million and $3.6 million
compared with the same three and six month periods of the previous year due to a
reduction in borrowings resulting from strong operating cash flows and the
effects of a financing transaction in the fourth quarter of the prior fiscal
year. These items were partially offset by an additional $77 million utilized to
fund the repurchase of stock during the first six months of fiscal 1998. Other
income (expense) - net resulted in a net expense compared to the prior year's
other net income as a result of the minority interest portion of higher
profitability from the Company's international joint ventures and nonrecurring
gains in the previous year periods. The Company's effective tax rate increased
to 33% for both the quarter and year to date periods as a result of the higher
U.S. profitability.
Year 2000 Compliance: To determine the Company's exposure concerning Year
2000 compliance, corporate personnel along with an outside firm specializing in
Year 2000 concerns conducted a formal evaluation of the tasks necessary to
become Year 2000 compliant. The costs of this evaluation, testing, and minor
modifications for Year 2000 compliance (expected to be approximately $2 million
to $4 million) will be charged against earnings as incurred. The costs of new
software and major upgrades to existing software will be capitalized and
amortized over the software's useful life. The Company is making every effort to
ensure that the Year 2000 problem will not significantly impact its ability to
conduct business, however no assurances can be given that total Year 2000
compliance can be achieved because of the significant degree of interdependence
with third party suppliers, service providers and customers.
10
<PAGE> 11
Capital Resources and Liquidity
Net cash provided from operating activities for the six months ended March
31, 1998 increased by $95.4 million from the prior year's figure due primarily
to higher profitability, deferred income taxes and increased collections of
receivables. Net cash used for investing activities for the six-month period
increased $43.1 million over the same period of the prior year due to increased
capital spending, which has more than doubled compared to the same period of the
previous year. The current year's capital spending relates primarily to
additional fracturing capacity for the Company's international growth
initiatives and upgrades to the Company's U.S. pumping fleet and information
systems. The lower amount in net cash used for investing activities in the first
half of fiscal 1997 also reflects nonrecurring proceeds from the sale of the
hull of the Renaissance stimulation vessel in the second quarter of fiscal 1997,
partially offset by the acquisition in fiscal 1997 of the remaining 51%
ownership interest in the Company's previously unconsolidated joint venture in
Argentina. The Company has utilized net cash flows from operating activities to
repurchase $76.8 million of its common stock and reduced outstanding borrowings
by $7.3 million during the six-months ended March 31, 1998. The common stock was
purchased under a stock repurchase program approved by the Company's Board of
Directors in December 1997 authorizing purchases up to $150 million at the
discretion of the Company's management.
Management strives to maintain low cash balances while utilizing available
credit facilities to meet the Company's capital needs. Any excess cash generated
is used to pay down outstanding borrowings or fund the Company's stock
repurchase program. The Company has a committed, unsecured bank credit facility
(the "Bank Credit Facility") which consists of a six-year term loan of
approximately $232.0 million (currently drawn in Canadian dollars under a
provision which is renewed annually at the option of the banks), which is
repayable in 22 quarterly installments which began in March 1997, and a five
year U.S. $225.0 million revolving facility. At March 31, 1998, borrowings
outstanding under the Bank Credit Facility totaled $184.0 million, consisting
wholly of Canadian borrowings under the term loan. Principal reductions of term
loans under the Bank Credit Facility are due in aggregate annual installments of
$16.6 million; $42.4 million; $45.5 million; $45.5 million; and $34.0 million in
the years ending September 30, 1998, 1999, 2000, 2001 and 2002, respectively.
In addition to the committed facility, the Company had $154.0 million in
various unsecured, discretionary lines of credit at March 31, 1998, which expire
at various dates in 1998. There are no requirements for commitment fees or
compensating balances in connection with these lines of credit. Interest on
borrowings is based on prevailing market rates. At March 31, 1998, there were
$85.6 million in outstanding borrowings under these lines of credit.
The Company has issued and outstanding $125.0 million of unsecured 7% Notes
due 2006. The net proceeds from the issuance of the 7% Notes ($123.3 million) in
August 1996 were used by the
11
<PAGE> 12
Company to repay indebtedness outstanding under the term loan portion of the
Company's then existing bank credit facility. The guarantees of the 7% Notes by
certain subsidiaries of the Company were released in accordance with their terms
in December 1997.
The $6.0 million outstanding balance of the Company's 9.2% Notes and the
$2.2 million outstanding balance of the Company's 12 7/8% Notes were repaid in
December 1997.
The Company's interest-bearing debt represented 28.7% of its total
capitalization at March 31, 1998, compared to 29.5% at September 30, 1997. The
Bank Credit Facility includes various customary covenants and other provisions
including the maintenance of certain profitability and solvency ratios and
restrictions on dividend payments under certain circumstances. Management
believes that the Bank Credit Facility, combined with other discretionary credit
facilities and cash flow from operations, provides the Company with sufficient
capital resources and liquidity to manage its routine operations and fund
projected capital expenditures.
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and Section 21E of the
Securities Exchange Act of 1934 concerning, among other things, the Company's
prospects, expected revenues and profits, developments and business strategies
for its operations, all of which are subject to certain risks, uncertainties and
assumptions. These forward-looking statements are identified by their use of
terms and phrases such as "expect," "estimate," "project," "believe," and
similar terms and phrases. These statements are based on certain assumptions and
analyses made by the Company in light of its experience and its perception of
historical trends, current conditions, expected future developments and other
factors it believes are appropriate under the circumstances. Such statements are
subject to general economic and business conditions, conditions in the oil and
gas industry, the business opportunities that may be presented to and pursued
by the Company, changes in law or regulations and other factors, many of which
are beyond the control of the Company. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those expected, estimated or projected.
12
<PAGE> 13
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
On December 11, 1997, the Board of Directors of BJ Services Company
(the "Company") approved an amendment to the Company's Amended
Certificate of Incorporation to increase the number of shares of
authorized common stock of the Company, par value $0.10 per share (the
"Common Stock"), from 80,000,000 shares to 160,000,000 shares (the
"Charter Amendment"). The Charter Amendment was approved by the
Company's stockholders at the annual meeting of stockholders held on
January 22, 1998. On December 11, 1997, the Board of Directors of the
Company declared a stock split, which was effected in the form of a
stock dividend (the "Stock Split") on the outstanding shares of Common
Stock and paid on February 20, 1998 in newly issued shares to
stockholders of record on January 30, 1998. Stockholders of record as
of the close of business on January 30, 1998, the record date for the
stock split (the "Stock Split Record Date"), received one additional
share of Common Stock for each share of Common Stock held by such
stockholder on the Stock Split Record Date.
After giving effect to the Stock Split, the Company's warrants to
purchase Common Stock (the "Warrants"), the preferred share purchase
rights associated with the Common Stock (the "Rights"), and certain
liquidation, dividend and voting rights associated with the Company's
authorized but unissued Series A Junior Participating Preferred Stock
that would be issuable upon distribution and exercise of the Rights
(the "Preferred Stock") were proportionately adjusted to reflect the
Stock Split. After giving effect to such adjustments to the Warrants,
(i) the "Exercise Price," as defined in the Warrant Agreement, for
each share of Common Stock purchasable under a Warrant was reduced
from $30.00 to $15.00 per share of Common Stock and (ii) for each
share of Common Stock purchasable upon exercise of a Warrant prior to
this adjustment, the Warrant holder may now purchase two shares of
Common Stock. After giving effect to such adjustments to the Rights,
the number of Rights associated with each share of Common Stock has
been adjusted to be one-half of a Right to purchase a one
one-thousandth interest in a share of the Preferred Stock. The
Warrants and Rights are subject to further adjustments pursuant to
their terms under certain circumstances.
13
<PAGE> 14
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 22,
1998 in Houston, Texas. All nominated directors were elected, and the
amendment to the Company's Certificate of Incorporation and the
adoption of the BJ Services Company 1997 Incentive Plan were approved.
(i) Directors elected at the Annual Meeting:
Votes in Votes
Class II Directors Favor Withheld
- ------------------ -------- --------
Don D. Jordan 30,971,306 243,533
Michael McShane 30,973,387 241,002
Directors with terms of office continuing after the Annual Meeting:
Class III Directors
L. William Heiligbrodt
James E.McCormick
J.W. Stewart
Class I Directors
John R. Huff
R. A.LeBlanc
Michael E. Patrick
14
<PAGE> 15
Votes in Votes
(ii) Favor Against
Amendment to the Company's
certificate of incorporation 30,758,545 456,294
Votes in Votes
(iii) Favor Withheld
Adoption of the BJ Services
Company 1997 Incentive Plan 18,977,658 12,237,181
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
27.1 Financial Data Schedule
27.2 Restated Financial Data Schedule
27.3 Restated Financial Data Schedule
(b) Reports on Form 8-K.
A report on Form 8-K was filed on January 30, 1998, reporting certain
events under Item 5: the amendment of the Company's Certificate of
Incorporation and Bylaws and a stock split announced by the Company.
Attached as exhibits were the Certificate of Amendment of Certificate
of Incorporation, as filed with the Secretary of State of Delaware on
January 22, 1998, the Bylaws of the Company, as amended as of January
22, 1998 and a Press Release dated January 22, 1998.
15
<PAGE> 16
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: May 13, 1998 BY /s/ Margaret Barrett Shannon
---------------------------------
Margaret Barrett Shannon
Vice President and General
Counsel
Date: May 13, 1998 BY /s/ Matthew D. Fitzgerald
----------------------------------
Matthew D. Fitzgerald
Vice President, Controller and Chief
Accounting Officer
16
<PAGE> 17
INDEX TO EXHIBITS
27.1 Financial Data Schedule
27.2 Restated Financial Data Schedule
27.3 Restated Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 2,450
<SECURITIES> 0
<RECEIVABLES> 326,220
<ALLOWANCES> 6,124
<INVENTORY> 105,903
<CURRENT-ASSETS> 468,256
<PP&E> 974,855
<DEPRECIATION> 410,141
<TOTAL-ASSETS> 1,717,227
<CURRENT-LIABILITIES> 378,744
<BONDS> 0
0
0
<COMMON> 7,637
<OTHER-SE> 973,208
<TOTAL-LIABILITY-AND-EQUITY> 1,717,227
<SALES> 810,962
<TOTAL-REVENUES> 810,962
<CGS> 596,867
<TOTAL-COSTS> 596,867
<OTHER-EXPENSES> 77,905
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