<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1998.
REGISTRATION NO. 33-58017
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BJ SERVICES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 5500 NORTHWEST CENTRAL DRIVE 63-0084140
(STATE OR OTHER JURISDICTION OF HOUSTON, TEXAS 77092 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (713) 462-4239 IDENTIFICATION NO.)
</TABLE>
(ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MARGARET BARRETT SHANNON, ESQ. COPIES TO:
BJ SERVICES COMPANY G. MICHAEL O'LEARY, ESQ.
VICE PRESIDENT - GENERAL COUNSEL ANDREWS & KURTH L.L.P.
5500 NORTHWEST CENTRAL DRIVE 4200 CHASE TOWER
HOUSTON, TEXAS 77092 HOUSTON, TEXAS 77002
(713) 462-4239 (713) 220-4200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF EACH CLASS OF REGISTERED(1) PER SHARE OFFERING FEE
SECURITIES TO BE REGISTERED PRICE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.10 per share, 9,794,000 shares with $ (4) $ (4) (4)
with associated Preferred Share Purchase associated
Rights Rights(2)(3)
Warrants to Purchase Common Stock 9,794,000 Warrants(2)
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share, 14,193,000 shares $ (4) $ (4) (4)
with associated Preferred Share Purchase with associated
Rights Rights(3)(5)
========================================================================================================================
</TABLE>
(1) Subject to adjustment to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2) This registration statement as originally filed with the Securities and
Exchange Commission on Form S-4 on March 16, 1995 included 4,897,000 shares
of Common Stock, par value $0.10 per share ("Common Stock"), to be issued
upon the exercise of the Warrants to purchase Common Stock ("Warrants").
Pursuant to Rule 416(b) under the Securities Act of 1933, as amended (the
"Act"), the number of shares of Common Stock covered by this registration
statement also includes 4,897,000 additional shares of Common Stock
represented by the dividend of one share of Common Stock per issued and
outstanding share of Common Stock payable on or about February 20, 1998 to
stockholders of record on January 30, 1998 and issuable pursuant to the
antidilution provisions of the Warrants.
(3) Includes the preferred share purchase rights (as adjusted and as subject
to further adjustment in certain events, including stock splits, stock
dividends and similar transactions) associated with the Common Stock (the
"Rights").
(4) The filing fee was previously paid.
(5) The issuance of up to 14,193,000 shares of Common Stock with associated
Rights (as adjusted and as subject to further adjustment in certain
events, including stock splits, stock dividends and similar transactions)
was previously registered on Form S-4 as originally filed on March 16,
1995, and have been offered in exchange for shares of common stock of The
Western Company of North America ("Western") upon consummation of the
merger with Western.
===============================================================================
Approximate date of commencement of proposed sale to the public: From time to
time pursuant to this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE> 2
9,794,000 SHARES
BJ SERVICES COMPANY
COMMON STOCK, PAR VALUE $0.10 PER SHARE,
ISSUABLE UPON EXERCISE OF WARRANTS
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
BJ Services Company, a Delaware corporation (the "Company" or "BJ
Services"), is offering up to 9,794,000 shares (the "Shares") of its Common
Stock, par value $0.10 per share ("BJ Common Stock"), issuable upon the
exercise of outstanding warrants ("BJ Warrants") to purchase BJ Common Stock.
The Shares of BJ Common Stock offered hereby include the associated preferred
share purchase rights, as adjusted and subject to adjustment in certain events,
including stock splits and stock dividends ("BJ Rights"). The BJ Common Stock
and the BJ Warrants are listed on the NYSE under the trading symbols "BJS" and
"BJS WS," respectively.
Effective January 30, 1998 each BJ Warrant (as adjusted) entitles the
holder thereof to purchase two shares of BJ Common Stock at a purchase price of
$15.00 per share (the "Exercise Price"). The Exercise Price and the number of
shares of BJ Common Stock issuable upon exercise of each BJ Warrant are subject
to further adjustment upon the occurrence of certain events, as described in
and governed by the Warrant Agreement dated April 13, 1995, as amended, between
BJ Services and the warrant agent (the "Warrant Agreement"). Prior to the
purchase of BJ Common Stock upon the exercise of a BJ Warrant, the holder of a
BJ Warrant will have none of the rights or privileges of a stockholder of BJ
Services.
The Shares of BJ Common Stock are offered hereunder in accordance with
the Warrant Agreement on a continuous basis until the close of business on
April 13, 2000.
THE SALE OF THE SHARES HAS NOT BEEN REGISTERED BY THE COMPANY UNDER THE
SECURITIES LAWS OF ANY STATE AS OF THE DATE OF THIS PROSPECTUS. BROKERS OR
DEALERS EFFECTING TRANSACTIONS IN THE SHARES SHOULD CONFIRM THE REGISTRATION
THEREOF UNDER THE SECURITIES LAWS OF THE STATES IN WHICH SUCH TRANSACTIONS
OCCUR, OR THE EXISTENCE OF ANY EXEMPTION FROM REGISTRATION.
---------------------
The date of this Prospectus is January 30, 1998
<PAGE> 3
AVAILABLE INFORMATION
BJ Services is currently subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations promulgated thereunder and, in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). All such information may be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and
at the following Regional Offices of the Commission: Chicago Regional Office,
500 West Madison Street, Suite 1400, Chicago, Illinois 60621; and New York
Regional Office, 7 World Trade Center, New York, New York 10048. Copies of such
material may also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. In addition, the BJ Common Stock and
the BJ Warrants are listed for trading on the NYSE, and such information may
also be inspected at the offices of the NYSE, 20 Broad Street, New York,
New York 10005.
BJ Services has filed with the Commission, a Registration Statement on
Form S-4, as amended by Post-Effective Amendment No. 1, Post-Effective
Amendment No. 2 on Form S-3 and Post-Effective Amendment No. 3 on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the BJ Common Stock and BJ Rights offered by
this Prospectus. This Prospectus, which is a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement, certain parts of which have been omitted in accordance with the
rules and regulations of the Commission. For further information with respect
to BJ Services and the BJ Common Stock, BJ Rights and BJ Warrants, reference is
made to the Registration Statement and the schedules and exhibits filed as a
part thereof. Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily complete
with respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement; reference is made to the exhibit for a
more complete description of the matter involved, and each such statement is
qualified in its entirety by such reference. The Registration Statement may be
inspected, without charge, at the Commission's principal office in Washington,
D.C., and copies may be obtained from the Commission at the prescribed rates or
may be examined without charge at the public reference facilities of the
Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
BJ Services incorporates herein by reference the following documents:
(a) Annual Report on Form 10-K for the fiscal year ended
September 30, 1997;
(b) Current Report on Form 8-K filed January 30, 1998; and
(c) The description of the Common Stock contained in the
Company's registration statement on Form 8-A/A (No. 1-10570) filed
under the Exchange Act on January 9, 1996; the description of the BJ
Rights contained in the Company's registration statement on Form 8-A/A
filed under the Exchange Act on November 6, 1996; the description of
the BJ Warrants contained in the Company's registration statement on
Form 8-A filed under the Exchange Act on March 22, 1995; and the
description of the Series A Preferred Stock of the Company included in
the Company's registration statement on Form 8-A/A filed under the
Exchange Act on November 6, 1996, in each case as amended.
All reports and documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the respective date of filing of such documents. Any statement contained herein
or in a document all or a portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any
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<PAGE> 4
other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. BJ SERVICES HEREBY UNDERTAKES TO
PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM
A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF
ANY SUCH PERSON, A COPY OF ANY AND ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH
HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED
BY REFERENCE INTO SUCH DOCUMENTS). SUCH REQUESTS FOR DOCUMENTS SHOULD BE
DIRECTED TO BJ SERVICES COMPANY, 5500 NORTHWEST CENTRAL DRIVE, HOUSTON, TEXAS
77092, ATTENTION: CORPORATE COMMUNICATIONS MANAGER, TELEPHONE NUMBER (713)
462-4239.
No person is authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to purchase, any of the securities offered by this
Prospectus, or the solicitation of a proxy, in any jurisdiction in which, or to
any person to whom, it is unlawful to make such offer or solicitation of an
offer or proxy solicitation. Neither the delivery of this Prospectus nor any
distribution of the securities offered hereby shall, under any circumstances,
create any implication that the information contained herein is correct as of
any time subsequent to the date hereof or that there has been no change in the
affairs of the BJ Services since the date hereof.
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<PAGE> 5
SUMMARY
The following is a summary of certain information contained elsewhere
or incorporated by reference in this Prospectus and does not purport to be
complete. Reference is made to, and this Summary is qualified in its entirety
by, the more detailed information contained elsewhere or incorporated by
reference in this Prospectus. Unless otherwise defined herein, capitalized
terms used in this summary have the respective meanings ascribed to them
elsewhere in this Prospectus. References in this Prospectus to "BJ Services"
and "the Company" are to BJ Services Company and its subsidiaries, except as
the context may otherwise require.
THE COMPANY
BJ Services is a leading provider of pressure pumping and other
oilfield services serving the petroleum industry worldwide. The Company's
pressure pumping services consist of well stimulation, cementing, sand control
and coiled tubing services used in the completion of new oil and natural gas
wells and in remedial work on existing wells, both onshore and offshore. Other
oilfield services include casing and tubing services provided to the oil and
gas exploration and production industry, commissioning and inspection services
provided to refineries, pipelines and offshore platforms, specialty chemical
services and downhole tools. The principal executive offices of BJ Services are
located at 5500 Northwest Central Drive, Houston, Texas 77092, and its
telephone number is (713) 462-4239.
DESCRIPTION OF CAPITAL STOCK OF BJ SERVICES
The Certificate of Incorporation of BJ Services (the "Charter"), as
amended, authorizes the issuance of 160,000,000 shares of common stock, par
value $0.10 per share, and 5,000,000 shares of preferred stock, par value $1.00
per share, including 200,000 currently authorized shares of Series A Junior
Participating Preferred Stock, par value $1.00 per share ("BJ Preferred
Stock"), issuable upon exercise of the BJ Rights associated with the BJ Common
Stock.
BJ Common Stock. The holders of shares of BJ Common Stock are entitled
to one vote for each share held on all matters submitted to a vote of common
stockholders. The 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
"Description of Capital Stock -- 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. On
December 11, 1997, the Company declared a stock split to be effected in the
form of a stock dividend (the "Stock Split"), payable on or about February 20,
1998, to stockholders of record on January 30, 1998 (the "Stock Split Record
Date").
Preferred Stock. The Charter authorizes BJ Services' Board of
Directors to establish by resolution one or more series of preferred stock
having such number of shares, designation, relative voting rights, dividend
rates, liquidation and other rights, preferences and limitations as may be
fixed by the Board of Directors without any further stockholder approval. BJ
Services' Board of Directors has established the BJ Preferred Stock with
200,000 currently authorized shares, none of which were outstanding as of the
date of this Prospectus.
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<PAGE> 6
TRADING MARKETS AND DIVIDEND POLICY
Trading Markets. BJ Common Stock is traded on the NYSE under the
symbol "BJS," and the BJ Warrants are traded on the NYSE under the symbol "BJS
WS."
BJ Services Dividend Policy. BJ Services does not currently intend to
pay cash dividends on its outstanding shares of BJ Common Stock, and there can
be no assurance that it will pay dividends at any time in the future. It is
anticipated that for the foreseeable future any earnings generated from
operations will be retained for use in BJ Services' business. Any future
determination as to the payment of dividends will be at the discretion of the
BJ Services Board of Directors and will depend upon BJ Services' operating
results, financial condition and capital requirements, and such other factors
as the Board of Directors may deem relevant.
The Company's bank credit facility with a group of lenders restricts
the payment of dividends unless certain financial tests are satisfied.
DESCRIPTION OF THE WARRANT AGREEMENT
General. The BJ Warrants were issued under a Warrant Agreement dated
April 13, 1995, as amended by the First Amendment to Warrant Agreement and
Appointment of Warrant Agent dated as of March 31, 1997 between BJ Services and
The Bank of New York, as Warrant Agent (the "Warrant Agent"). The description of
the Warrant Agreement contained in this Prospectus is qualified in its entirety
by reference to the Warrant Agreement as amended and the form of Warrant
Certificate, which are incorporated by reference as exhibits to the Registration
Statement and are incorporated herein in their entirety. Each BJ Warrant
entitles the registered holder thereof (the "holder"), subject to and upon
compliance with the provisions thereof and of the Warrant Agreement, at such
holder's option, prior to the close of business on April 13, 2000 (the
"Expiration Date"), to purchase two shares of BJ Common Stock at an adjusted
Exercise Price of $15.00 per share (after giving effect to the Stock Split),
with the number of such shares and the Exercise Price to be subject to
adjustment as described below and as set forth in the BJ Warrants.
At any time and prior to the close of business on the Expiration Date,
any Warrant Certificate may be transferred, split up, combined or exchanged for
another Warrant Certificate, entitling the registered holder to purchase a like
number of shares of BJ Common Stock as the Warrant Certificate surrendered then
entitled such holder to purchase. Any registered holder desiring to transfer,
split up, combine or exchange any Warrant Certificate must make such request in
writing delivered to the Warrant Agent, and must surrender the Warrant
Certificate to be transferred, split up, combined or exchanged at the principal
office of the Warrant Agent. Thereupon the Warrant Agent will countersign and
deliver to the person entitled thereto a Warrant Certificate as so requested.
BJ Services may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer, split
up, combination or exchange of Warrant Certificates, together with
reimbursement to BJ Services and the Warrant Agent of all reasonable expenses
incidental thereto.
Holders of BJ Warrants are not entitled to vote, receive dividends or
distributions on, or be deemed for any purpose the holder of, BJ Common Stock
or any other securities of BJ Services which may at any time be issuable on the
exercise or conversion of the BJ Warrants. Nothing contained in the Warrant
Agreement or in any Warrant Certificate shall be construed to confer upon the
holder of any Warrant Certificate any rights of a stockholder of BJ Services or
any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders, or to receive dividends or distributions or subscription rights,
or otherwise, until the BJ Warrant or BJ Warrants evidenced by such Warrant
Certificate shall have been exercised in accordance with the provisions of the
Warrant Agreement.
Adjustments of Exercise Price, Number of Shares or Number of Warrants.
The Exercise Price, the number of shares covered by each BJ Warrant and the
number of BJ Warrants outstanding are subject to adjustment from time to time.
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<PAGE> 7
If, at any time prior to the close of business on the Expiration Date,
BJ Services (i) declares a dividend on shares of BJ Common Stock payable in
shares of any class of capital stock of BJ Services, (ii) subdivides the
outstanding shares of BJ Common Stock into a greater number of shares of BJ
Common Stock, (iii) combines the outstanding shares of BJ Common Stock into a
smaller number of shares of BJ Common Stock, or (iv) issues any shares of
capital stock in a reclassification of shares of BJ Common Stock (including any
such reclassification in connection with a consolidation or merger in which BJ
Services is the continuing corporation), the Exercise Price in effect at the
time of the record date for such dividend or distribution or of the effective
date of such subdivision, combination or reclassification, and the number and
kind of shares of capital stock issuable on such date, shall be proportionately
adjusted so that the holder of any BJ Warrant exercised after such time shall
be entitled to receive the aggregate number and kind of shares of capital stock
which, if such BJ Warrant had been exercised immediately prior to such date and
at a time when the BJ Common Stock transfer books of BJ Services were open,
such holder would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination or reclassification.
If BJ Services fixes a record date for the issuance of rights, options
or warrants to all holders of BJ Common Stock (such rights, options or warrants
not being available to holders of BJ Warrants) entitling them (for a period
expiring within 45 calendar days after such date of issue) to subscribe for or
purchase BJ Common Stock (or securities convertible into or exercisable or
exchangeable for BJ Common Stock), other than Permitted Issuances (as defined
below), at a price per share of BJ Common Stock (or having a conversion,
exercise or exchange price per share of BJ Common Stock, in the case of a
security convertible into or exercisable or exchangeable for BJ Common Stock)
less than the Current Market Price (as defined in Section 10(f) of the Warrant
Agreement) per share of BJ Common Stock on such record date, the Exercise Price
to be in effect after such record date shall be determined by multiplying the
Exercise Price in effect immediately prior to such record date by a fraction of
which the numerator shall be the number of shares of BJ Common Stock
outstanding on such record date plus the number of shares of BJ Common Stock
which the aggregate offering price of the total number of shares of BJ Common
Stock so to be offered (or the aggregate initial conversion, exercise or
exchange price of the convertible, exercisable or exchangeable securities so to
be offered) would purchase at such Current Market Price and of which the
denominator shall be the number of shares of BJ Common Stock outstanding on
such record date plus the number of additional shares of BJ Common Stock to be
offered for subscription or purchase (or into which the convertible,
exercisable or exchangeable securities so to be offered are initially
convertible, exercisable or exchangeable). In case such subscription price may
be paid in a consideration part or all of which shall be in a form other than
cash, the value of such consideration shall be as determined in good faith by
the Board of Directors of BJ Services, whose determination shall be described
in a statement filed with the Warrant Agent. Such adjustment shall be made
successively whenever such a record date is fixed, and if such rights or
warrants are not so issued the Exercise Price shall be adjusted to be the
Exercise Price which would then be in effect if such record date had not been
fixed. "Permitted Issuances" shall mean any and all issuances of shares of BJ
Common Stock or rights, options or warrants entitling the holders thereof to
subscribe for or purchase BJ Common Stock (or securities convertible into or
exercisable or exchangeable for BJ Common Stock) pursuant to any stock option,
stock purchase or other employee or director benefit plan of BJ Services or any
of its subsidiaries approved by stockholders.
If BJ Services fixes a record date for the making of a dividend or
distribution (other than certain aggregate cash dividends and distributions for
each 12-month period payable out of retained earnings or earned surplus) to all
holders of BJ Common Stock (including any distribution made in connection with
a consolidation or merger in which BJ Services is the continuing corporation)
or evidences of indebtedness or assets or subscription rights or warrants
(excluding those referred to in the foregoing paragraph), the Exercise Price to
be in effect after such record date will be determined by multiplying the
Exercise Price in effect immediately prior to such record date by a fraction of
which the numerator shall be the Current Market Price per share of BJ Common
Stock on such record date, less the fair market value (as determined in good
faith by the Board of Directors of BJ Services, whose determination shall be
described in a statement filed with the Warrant Agent) of such distribution
applicable to one share of BJ Common Stock, and of which the denominator shall
be such Current Market Price per share of BJ Common Stock. Such adjustment will
be made successively whenever such a record date is fixed, and if such
distribution is not so made the Exercise Price shall again be adjusted to be
the Exercise Price which would then be in effect if such record date had not
been fixed.
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<PAGE> 8
In case a tender offer (a "Tender Offer") made by BJ Services or any
of its subsidiaries for all or any portion of the BJ Common Stock shall expire
(the "Expiration Time") and the Tender Offer (as amended upon the expiration
thereof) shall require the payment to stockholders based on the acceptance (up
to any maximum specified in the terms of the Tender Offer) of Purchased Shares
(as defined below) of an aggregate of the cash plus other consideration having
a fair market value (as determined by the Board of Directors of BJ Services) as
of the Expiration Time of such Tender Offer that combined with the aggregate of
the cash plus the fair market value (as determined by such Board of Directors)
of consideration payable in respect of any other tender offer (determined as of
the Expiration Time of such other tender offer) by BJ Services or any of its
subsidiaries for all or any portion of the BJ Common Stock expiring within the
12 months preceding the expiration of the Tender Offer and in respect of which
no adjustment pursuant to this paragraph has been made exceeds 12.5% of the
product of the Current Market Price per share of the BJ Common Stock as of the
Expiration Time of the Tender Offer multiplied by the number of shares of BJ
Common Stock outstanding (including any shares tendered and not withdrawn) at
the Expiration Time of the Tender Offer, then, and in each such case,
immediately prior to the opening of business on the first trading day after the
date of the Expiration Time of the Tender Offer, the Exercise Price shall be
adjusted to equal the price determined by multiplying the Exercise Price in
effect immediately prior to the close of business on the date of the Expiration
Time of the Tender Offer by a fraction (A) the numerator of which shall be
equal to (x) the product of (i) the Current Market Price per share of the BJ
Common Stock as of the Expiration Time of the Tender Offer and (ii) the number
of shares of BJ Common Stock outstanding (including any shares tendered and not
withdrawn) at the Expiration Time of the Tender Offer less (y) the amount of
cash plus the fair market value (determined as aforesaid) of the aggregate
consideration payable to stockholders based on the acceptance (up to any
maximum specified in the terms of the Tender Offer) of Purchased Shares, and
(B) the denominator of which shall be equal to the product of (x) the Current
Market Price per share of the BJ Common Stock as of the Expiration Time of the
Tender Offer and (y) the number of shares of BJ Common Stock outstanding
(including any shares tendered and not withdrawn) as of the Expiration Time of
the Tender Offer less the number of all shares validly tendered and not
withdrawn as of the Expiration Time of the Tender Offer, and accepted for
purchase up to any maximum. The term "Purchased Shares" shall mean such shares
as are deemed so accepted for purchase up to any maximum.
If the BJ Rights outstanding under the BJ Rights Agreement (as defined
below) become exercisable for shares of BJ Preferred Stock or other property,
the Exercise Price and the number of and kind of securities or other property
issuable upon exercise of each BJ Warrant will be appropriately adjusted so
that the holder of any BJ Warrant exercised after such time will be entitled to
receive the aggregate number and kind of shares of BJ Preferred Stock or other
property which would have been issuable under the BJ Rights that would have
been attached to the shares of BJ Common Stock for which such BJ Warrant was
exercisable immediately prior to the BJ Rights having become exercisable, upon
payment of the same consideration, if any, payable under such BJ Rights for
such shares or other property.
Except as otherwise provided in the Warrant Agreement, upon each
adjustment of the Exercise Price, each BJ Warrant outstanding immediately prior
to the making of such adjustment will thereafter evidence the right to
purchase, at the adjusted Exercise Price, that number of shares (calculated to
the nearest ten-thousandth) obtained by (i) multiplying (x) the number of
shares covered by a BJ Warrant immediately prior to such adjustment by (y) the
Exercise Price in effect immediately prior to such adjustment of the Exercise
Price and (ii) dividing the product so obtained by the Exercise Price in effect
immediately after such adjustment of the Exercise Price. No adjustment in the
Exercise Price will be required unless such adjustment would require an
increase or decrease of at least 1% in such price; provided, however, that any
adjustments which are not required to be made will be carried forward and taken
into account in any subsequent adjustment.
On or after any adjustment of the Exercise Price, BJ Services may
elect to adjust the number of BJ Warrants in substitution for any adjustment in
the number of shares of BJ Common Stock purchasable upon the exercise of a BJ
Warrant. Each of the BJ Warrants outstanding after such adjustment of the
number of BJ Warrants shall be exercisable for one share of BJ Common Stock.
Each BJ Warrant held of record prior to such adjustment of the number of BJ
Warrants shall become that number of BJ Warrants (calculated to the nearest
ten-thousandth) obtained by dividing
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the Exercise Price in effect prior to adjustment of the Exercise Price by the
Exercise Price in effect after adjustment of the Exercise Price.
Whenever the Exercise Price or the number of shares of BJ Common Stock
issuable upon the exercise of each BJ Warrant is adjusted as provided in the
Warrant Agreement, BJ Services shall (a) promptly prepare a certificate setting
forth the Exercise Price as so adjusted and/or the number of shares of BJ
Common Stock issuable upon exercise of each BJ Warrant as so adjusted, and a
brief statement of the facts accounting for such adjustment, (b) promptly file
with the Warrant Agent and with each transfer agent for the BJ Common Stock a
copy of such certificate and (c) mail a brief summary thereof to each holder of
a Warrant Certificate.
Reclassification, Consolidation, Merger, Combination, Sale or
Conveyance. In case any of the following occurs while any BJ Warrants are
outstanding: (i) any reclassification or change of the outstanding shares of BJ
Common Stock (other than a change in par value, or from par value to no par
value or as described in the second paragraph of "-- Adjustments of Exercise
Price, Number of Shares or Number of Warrants" above), (ii) any consolidation,
merger or combination of BJ Services with or into another corporation as a
result of which holders of BJ Common Stock shall be entitled to receive stock,
securities or other property or assets (including cash) with respect to or in
exchange for such BJ Common Stock or (iii) any sale or conveyance of the
property or assets of BJ Services as, or substantially as, an entirety to any
other entity as a result of which holders of BJ Common Stock shall be entitled
to receive stock, securities or other property or assets (including cash) with
respect to or in exchange for such BJ Common Stock, then BJ Services, or such
successor corporation or transferee, as the case may be, will make appropriate
provision so that the holders of the BJ Warrants then outstanding shall have
the right at any time thereafter, upon exercise of such BJ Warrants, to receive
the kind and amount of securities, cash and other property receivable upon such
reclassification, change, consolidation, merger, combination, sale or
conveyance as would be received by a holder of the number of shares of BJ
Common Stock issuable upon exercise of such BJ Warrant immediately prior to
such reclassification, change, consolidation, merger, sale or conveyance.
If the holders of the BJ Common Stock may elect the kind or amount of
securities, cash and other property receivable upon such reclassification,
consolidation, merger, combination, sale or conveyance, then the kind and
amount of securities, cash and other property receivable upon such
reclassification, consolidation, merger, combination, sale or conveyance shall
be deemed to be the choice specified by the holder of the BJ Warrant. If the
holder of the BJ Warrant fails to make any specification, the holder's choice
shall be deemed to be whatever choice is made by a plurality of holders of BJ
Common Stock not affiliated with BJ Services or any other party to the
reclassification, consolidation, merger, combination, sale or conveyance. Such
new BJ Warrants shall provide for adjustments which, for events subsequent to
the effective date of such new BJ Warrants, shall be as nearly equivalent as
may be practicable to the adjustments described herein and in "-Adjustments of
Exercise Price, Number of Shares or Number of Warrants" above.
BJ Services will mail to each registered holder of a BJ Warrant
written notice of the execution of any amendment or agreement relating to the
Warrant Agreement made in connection with any such reclassification,
consolidation, merger, combination, sale or conveyance. Any new agreement
entered into by the successor corporation or transferee will provide for
adjustments which will be as nearly equivalent as may be practicable to the
adjustments described in "-- Adjustments of Exercise Price, Number of Shares or
Number of Warrants" above.
Fractional Shares of BJ Common Stock. BJ Services will not be required
to issue fractions of shares of BJ Common Stock upon exercise of BJ Warrants or
to distribute stock certificates that evidence fractional shares of BJ Common
Stock. In lieu of fractional shares, there will be paid to the registered
holders of Warrant Certificates at the time such Warrant Certificates are
exercised as herein provided an amount in cash (without interest) equal to the
product of such fraction of a share of BJ Common Stock multiplied by the then
Current Market Price per share of BJ Common Stock.
Reservation and Availability of Shares of BJ Common Stock or Cash. BJ
Services has agreed to reserve and keep available out of its authorized and
unissued shares of BJ Common Stock or its authorized and issued shares of BJ
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Common Stock held in its treasury the number of shares of BJ Common Stock that
will be sufficient to permit the exercise in full of all outstanding BJ
Warrants or keep sufficient cash available for payment in lieu of BJ Common
Stock.
Payment of Taxes. BJ Services has agreed to pay when due and payable
any and all federal and state transfer taxes and charges which may be payable
in respect of the original issuance or delivery of the Warrant Certificates or
certificates evidencing BJ Common Stock upon exercise of a Warrant Certificate.
However, BJ Services is not required to pay any tax or governmental charge
which may be payable in respect of any transfer involved in the transfer or
delivery of Warrant Certificates or the issuance or delivery of certificates
for BJ Common Stock in a name other than that of the registered holder of the
Warrant Certificate evidencing BJ Warrants surrendered for exercise or to issue
or deliver any certificate for shares of BJ Common Stock upon the exercise of
any BJ Warrants until any such tax or governmental charge has been paid (any
such tax or governmental charge being payable by the holder of such Warrant
Certificate at the time of surrender) or until it has been established to BJ
Services' satisfaction that no such tax or governmental charge is due.
Notice of Proposed Actions. In case BJ Services shall propose to (a)
declare a stock dividend or make certain other distributions to holders of BJ
Common Stock, (b) offer rights, options or warrants to all holders of BJ Common
Stock entitling them to subscribe for or purchase BJ Common Stock (or
securities exercisable or exchangeable for or convertible into BJ Common Stock
or other securities), (c) offer any shares of capital stock in a
reclassification of shares of BJ Common Stock, (d) effect any consolidation or
merger with, or to effect any sale or other transfer of more than 50% of the
assets or net income of BJ Services and its subsidiaries to, another person, or
(e) effect the liquidation, dissolution or winding up of BJ Services, then BJ
Services shall give notice of such proposed action to each registered holder of
a BJ Warrant.
Supplements and Amendments. The Warrant Agreement permits BJ Services
and the Warrant Agent, from time to time, to supplement or amend the Warrant
Agreement without the approval of any holders of BJ Warrant Certificates in
order to cure any ambiguity, to correct or supplement any provision which may
be defective or inconsistent with any other provisions, or to make any other
provisions with regard to matters or questions which BJ Services and the
Warrant Agent may deem necessary or desirable and which shall not adversely
affect the interests of the holders of Warrant Certificates. In addition to the
foregoing, with the consent of holders of not less than a majority in number of
the then outstanding BJ Warrants, BJ Services and the Warrant Agent may modify
the Warrant Agreement for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Warrant Agreement or
modifying in any manner the rights of the holders of the BJ Warrant
Certificates; provided, however, that no modification of the terms upon which
the BJ Warrants are exercisable or that reduce the percentage required for
consent to modification of the Warrant Agreement may be made without the
consent of the holder of each outstanding BJ Warrant affected thereby.
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DESCRIPTION OF CAPITAL STOCK
The following statements are brief summaries of certain provisions
relating to BJ Services' capital stock and are qualified in their entirety by
reference to the provisions of the Charter and Bylaws of BJ Services, which are
incorporated by reference as an exhibit to the Registration Statement of which
this Prospectus is a part.
The authorized capital stock of BJ Services consists of 160,000,000
shares of BJ Common Stock, par value $0.10 per share, and 5,000,000 shares of
preferred stock, par value $1.00 per share, including 200,000 currently
authorized shares of Series A Junior Participating Preferred Stock, par value
$1.00 per share, issuable upon exercise of the BJ Rights. The following
description of the capital stock of BJ Services does not purport to be complete
or to give full effect to the provisions of statutory or common law and is
subject in all respects to the applicable provisions of BJ Services' Charter,
the Certificate of Designation for the BJ Preferred Stock, and the BJ Rights
Agreement, which is between BJ Services and The Bank of New York, as Rights
Agent, and the information herein is qualified in its entirety by this
reference.
COMMON STOCK
BJ Services is authorized by its Charter to issue 160,000,000 shares
of BJ Common Stock, of which 38,243,478 shares were issued and outstanding as
of December 6, 1997. The outstanding shares of BJ Common Stock, and the shares
of BJ Common Stock to be offered hereby, include associated BJ Rights, subject
to adjustment.
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" below. 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. BJ Services' Board of
Directors has established the BJ Preferred Stock with 200,000 currently
authorized shares, none of which were outstanding as of the date of this
Prospectus. See "-- BJ Preferred Stock" below.
TRANSFER AGENT
The Bank of New York, located in New York City, is the transfer agent,
registrar and dividend disbursing agent for the BJ Common Stock, the rights
agent for the BJ Rights and also the Warrant Agent.
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CERTAIN ANTI-TAKEOVER PROVISIONS
The provisions of the BJ Services Charter and Bylaws summarized in the
succeeding paragraphs may be deemed to have an anti-takeover effect and may
delay, defer or prevent a tender offer or takeover attempt that a stockholder
might consider to be in such stockholder's best interest, including those
attempts that might result in a payment of a premium over the market price for
the shares held by stockholders.
Classified Board of Directors. The Board of Directors of BJ Services
is divided into three classes that are elected for staggered three-year terms.
Stockholders may only remove a director for cause.
Preferred Stock. Pursuant to the provisions of its Charter, BJ
Services' Board of Directors by resolution may establish one or more series of
preferred stock having such number of shares, designation, relative voting
rights, dividend rates, liquidation and other rights, preferences and
limitations as may be fixed by the Board of Directors without any further
stockholder approval. Such rights, preferences, privileges and limitations as
may be established could have the effect of impeding or discouraging the
acquisition of control of BJ Services.
Fair Price Provision. The Charter contains a "fair price" provision
that requires the approval of holders of not less than 75% of the outstanding
shares of voting stock of BJ Services (including not less than 66 2/3% of the
outstanding shares of voting stock not owned, directly or indirectly, by persons
who are Related Persons (as defined below)) as a condition for mergers,
consolidations and certain other business combinations involving BJ Services and
any Related Person; provided that the 66 2/3% voting requirement is not
applicable if the business combination is approved by the holders of not less
than 90% of the outstanding shares of voting stock of BJ Services. Related
Persons include the holder of 10% or more of BJ Services' outstanding voting
stock and any affiliate of such person. The 75% voting requirement 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
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directors are to be elected. The procedures also provide that at an annual
meeting, and subject to any other applicable requirements, only such business
may be conducted as has been brought before the meeting by, or at the direction
of, the Board of Directors of BJ Services or by a stockholder who has given
timely prior written notice to the Secretary of BJ Services of such
stockholder's intention to bring such business before the meeting. In all
cases, to be timely, notice must be received at the principal executive offices
of BJ Services not less than 30 days nor more than 60 days prior to the meeting
(or if fewer than 40 days' notice or prior public disclosure of the meeting
date is given or made by BJ Services, not later than the 10th day following the
day on which the notice was mailed or such public disclosure was made). The
notice must contain certain information specified in the Bylaws.
Delaware Section 203. BJ Services is a Delaware corporation and is
subject to Section 203 of the Delaware General Corporation Law ("Section 203").
In general, Section 203 prevents an "interested stockholder" (defined generally
as a person owning 15% or more of a corporation's outstanding voting stock)
from engaging in a "business combination" (as defined) with a Delaware
corporation for three years following the date such person became an interested
stockholder unless (i) before such person became an interested stockholder, the
board of directors of the corporation approved the transaction in which the
interested stockholder became an interested stockholder or approved the
business combination; (ii) upon consummation of the transaction that resulted
in the interested stockholder's becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced (excluding stock
held by directors who are also officers of the corporation and by employee
stock plans that do not provide employees with the rights to determine
confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer); or (iii) the business combination is approved by the
board of directors of the corporation and authorized at a meeting of
stockholders by the affirmative vote of the holders of two-thirds of the
outstanding voting stock of the corporation not owned by the interested
stockholder. Under Section 203, the restrictions described above also do not
apply to certain business combinations proposed by an interested stockholder
following the announcement or notification of one of certain extraordinary
transactions involving the corporation and a person who had not been an
interested stockholder during the previous three years or who became an
interested stockholder with the approval of a majority of the corporation's
directors, if such extraordinary transaction is approved or not opposed by a
majority of the directors then in office who were directors prior to any person
becoming an interested stockholder during the previous three years or were
recommended for election or elected to succeed such directors by a majority of
such directors.
THE BJ RIGHTS PLAN AND PREFERRED STOCK
On January 5, 1994 the Board of Directors of BJ Services Company (the
"Company") declared a dividend of one preferred share purchase right (an
"Original Right") for each outstanding share of common stock, par value $.10
per share, of the Company (the "Common Stock"). The dividend was paid to the
stockholders of record as of the close of business on January 17, 1994. On
September 26, 1996 the Board of Directors amended the Original Rights in their
entirety to represent a right (a "Right") to purchase one one-thousandth of a
share of Series A Junior Participating Preferred Stock, $1.00 par value
("Preferred Stock"), of the Company at a price of $150 (as the same may be
adjusted, the "Purchase Price"). The description and terms of the Rights are
set forth in an Amended and Restated Rights Agreement (as the same may be
amended from time to time, the "Rights Agreement") dated as of September 26,
1996, as amended by the First Amendment to the Rights Agreement between the
Company and The Bank of New York, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the tenth day after a public
announcement that a person or group of affiliated or associated persons (with
certain exceptions, an "Acquiring Person") have acquired beneficial ownership
of 15% or more of the outstanding shares of Common Stock or (ii) the tenth
business day (or such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated persons
becomes an Acquiring Person) after the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 15% or more of
the outstanding shares of Common Stock (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced by such Common Stock
certificate.
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As of December 6, 1997, there were 38,243,478 shares of Common Stock
and associated Rights outstanding. The Rights Agreement provides that, until
the Distribution Date (or earlier redemption or expiration of the Rights), the
Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights), Common
Stock certificates will contain a notation incorporating the Rights Agreement
by reference. Until the Distribution Date (or earlier redemption or expiration
of the Rights), the surrender for transfer of any certificates for shares of
Common Stock outstanding as of September 26, 1996, even without such notation
or a copy of the Summary of Rights (included as Exhibit C to the Rights
Agreement, which is filed as an exhibit to the Registration Statement) will
also constitute the transfer of the Rights associated with the shares of Common
Stock represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date, and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on January 17, 2004 (the "Final Expiration Date"), unless the Final
Expiration Date is advanced or extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or purchase Preferred Stock at a
price, or securities convertible into Preferred Stock with a conversion price,
less than the then-current market price of the Preferred Stock or (iii) upon
the distribution to holders of the Preferred Stock of evidences of indebtedness
or assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above). On December 11, 1997, the Company declared the Stock Split,
payable on or about February 20, 1998, to stockholders of record on the Stock
Split Record Date, January 30, 1998. After giving effect to the Stock Split,
each share of Common Stock will include one-half of a Right (subject to further
adjustment).
The Rights are subject to further adjustment in the event of a stock
dividend on the Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will
not be redeemable. Each share of Preferred Stock will be entitled, when, as and
if declared, to a minimum preferential quarterly dividend payment of $10 per
share but will be entitled to an aggregate dividend of 1000 times the dividend
declared per share of Common Stock. When arrearages exist in the payment of
dividends on the Preferred Stock, certain restrictions apply to the payment of
dividends on, or the redemption or repurchase of, shares of stock ranking
junior to or (with certain exceptions) ranking on a parity with the Preferred
Stock. In the event of liquidation, dissolution or winding up of the Company,
the holders of the Preferred Stock will be entitled to a minimum preferential
liquidation payment of $100 per share (plus any accrued but unpaid dividends)
but will be entitled to an aggregate payment of 1000 times the payment made per
share of Common Stock. Each share of Preferred Stock will have 1000 votes,
voting together with the Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which shares of Common Stock are
converted or exchanged, each share of Preferred Stock will be entitled to
receive 1000 times the amount received per share of Common Stock. These rights
and amounts are protected by customary antidilution provisions and will be
proportionately adjusted to reflect the effect of the Stock Split.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of two shares of Common Stock, as proportionately adjusted to reflect the
effect of the Stock Split (subject to further adjustment).
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
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<PAGE> 15
will thereafter have the right to receive, upon exercise of a Right and payment
of the Purchase Price, that number of shares of Common Stock having a market
value of two times the Purchase Price.
In the event that, after a person or group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold, proper provision will be made so that each holder of a Right (other than
Rights beneficially owned by an Acquiring Person, which will have become void)
will thereafter have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of shares of common stock
of the person with whom the Company has engaged in the foregoing transaction
(or its parent), which number of shares at the time of such transaction will
have a market value of two times the Purchase Price.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock or the occurrence of an event described in
the prior paragraph, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group, which will have become
void), in whole or in part, at an exchange ratio of one share of Common Stock,
or a fractional share of Preferred Stock (or of a share of a class or series of
the Company's preferred stock having similar rights, preferences and
privileges) of equivalent value, per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes such, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
For so long as the Rights are then redeemable, the Company may, except
with respect to the redemption price, amend the Rights in any manner. After the
Rights are no longer redeemable, the Company may, except with respect to the
redemption price, amend the Rights in any manner that does not adversely affect
the interests of holders of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired. However, the Rights should not interfere with
any merger or other business combination approved by the Company because the
Rights are redeemable under certain circumstances.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Filed as an exhibit to the Registration Statement and incorporated
herein by reference is a copy of the Amended and Restated Rights Agreement,
dated as of September 26, 1996, as amended by the First Amendment to the Rights
Agreement between the Company and The Bank of New York, as Rights Agent,
specifying the terms of the Rights, including the exhibits thereto, as follows:
Exhibit A -- Form of Amended Certificate of Designation of Series A Junior
Participating Preferred Stock; Exhibit B -- Form of Right Certificate; and
Exhibit C -- Summary of Rights to Purchase Shares of Preferred Stock. The
foregoing description of the Rights is qualified in its entirety by reference
to such exhibit.
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USE OF PROCEEDS
BJ Services intends to use the cash proceeds from the sale of BJ
Common Stock hereby for its general corporate purposes, depending upon BJ
Services' needs as determined from time to time by BJ Services' Board of
Directors.
PLAN OF DISTRIBUTION
As of April 13, 1995, the Company completed the acquisition of Western
for a total merger consideration of $511.4 million (including transaction
costs), paid in part in cash and in part in shares of BJ Common Stock and BJ
Warrants.
The shares of BJ Common Stock offered hereby are issuable upon the
exercise of the BJ Warrants and the payment of the Exercise Price. The Exercise
Price and the number of shares issuable upon the exercise of each BJ Warrant
are subject to adjustment, as provided in the Warrant Agreement, upon certain
events described above under "Description of the Warrant Agreement."
In accordance with the provisions of the Warrant Agreement, upon the
surrender of a BJ Warrant certificate with the form of election to purchase on
the reverse side thereof duly executed, along with payment of the applicable
Exercise Price in immediately available funds, to the Warrant Agent at its
principal office in New York City, BJ Services will issue the applicable number
of shares of BJ Common Stock, as adjusted, to the holder of such BJ Warrant or
BJ Warrants.
LEGAL OPINION
Certain legal matters with respect to the securities offered hereby
have been passed upon for the Company by Andrews & Kurth L.L.P., Houston,
Texas.
EXPERTS
The consolidated financial statements and the related financial
statement schedule in this Prospectus incorporated by reference from the
Company's Annual Report on Form 10-K for the year ended September 30, 1997, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE
FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF.
-----------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information............................ 2
Incorporation of Certain Documents
by Reference.................................. 2
Summary.......................................... 4
Trading Markets and Dividend Policy.............. 5
Description of the Warrant Agreement............. 5
Description of Capital Stock.....................10
Use of Proceeds..................................15
Plan of Distribution.............................15
Legal Opinion....................................15
Experts..........................................15
</TABLE>
9,794,000 SHARES
BJ SERVICES
COMPANY
COMMON STOCK
-----------------------------------
PROSPECTUS
-----------------------------------
JANUARY 30, 1998
===============================================================================
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Not applicable to initial filing of Registration Statement on Form
S-4.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
BJ Services Company ("BJ Services") is governed by Section 145 of the
DGCL which permits a corporation to indemnify certain persons, including
officers and directors, who are (or are threatened to be made) parties to any
threatened, pending or completed action or suit (other than an action by or in
the right of the corporation) by reason of their being directors, officers or
other agents of the corporation.
BJ Services' Certificate of Incorporation provides that no director of
BJ Services shall be held personally liable to BJ Services or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to BJ Services
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of the law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. BJ Services' Certificate of Incorporation
also provides that if the DGCL is amended to authorize further limitation or
elimination of the personal liability of directors, then the liability of BJ
Services' directors shall be limited or eliminated to the full extent permitted
by the DGCL.
Section 16 of Article III of BJ Services' Bylaws provides as follows:
(a) BJ Services 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 BJ Services or any of its direct
or indirect wholly-owned subsidiaries or, while a director, officer, employee
or agent of BJ Services or any of its direct or indirect wholly-owned
subsidiaries, is or was serving at the request of BJ Services 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 BJ Services shall not be
obligated to indemnify any such person against any such action, suit or
proceeding which is brought by such person against BJ Services or any of its
direct or indirect wholly owned subsidiaries or the directors of BJ Services 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 BJ Services shall have
previously approved the bringing of such action, suit or proceeding. BJ
Services shall indemnify every person who is or was a party or is or was
threatened to be made a party to any action, suit, or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was licensed to practice law and an employee (including an employee who
is or was an officer) of BJ Services 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 BJ
Services 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 BJ
Services 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 BJ Services or any
of its direct or indirect wholly-owned subsidiaries in defending a civil or
criminal action, suit or proceeding shall be paid by BJ Services 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
BJ Services 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.
-18-
<PAGE> 19
(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, BJ Services' Certificate of Incorporation,
the Certificate of Incorporation or Bylaws or other governing documents of any
direct or indirect wholly-owned subsidiary of BJ Services, or any agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding any
of the positions or having any of the relationships referred to in this Section
16.
ITEM 16. EXHIBITS.
(a) The following is a complete list of Exhibits filed as part of this
Registration Statement:
<TABLE>
<CAPTION>
Exhibit
-------
<S> <C>
2.1 Agreement and Plan of Merger dated as of November 17, 1994
("Merger Agreement"), among BJ Services Company, WCNA
Acquisition Corp. and The Western Company of North America
(filed as Exhibit 2.1 to the Company's Annual Report on Form
10-K for the year ended September 30, 1995, and incorporated
herein by reference).
2.2 First Amendment to Agreement and Plan of Merger dated March 7,
1995, among BJ Services Company, WCNA Acquisition Corp. and The
Western Company of North America (filed as Exhibit 2.2 to the
Company's Annual Report on Form 10-K for the year ended
September 30, 1995, and incorporated herein by reference).
3.1 Certificate of Incorporation, as amended through April 13, 1995
(filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K
for the year ended September 30, 1995, and incorporated herein by
reference).
3.2 Certificate of Amendment to Amended and Restated Certificate of
Incorporation dated January 22, 1998 (filed as Exhibit 3.2 to
the Company's Current Report on Form 8-K filed January 30, 1998,
and incorporated herein by reference).
3.3 Certificate of Designation of Series A Junior Participating
Preferred Stock, as amended (filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended
September 30, 1995, and incorporated herein by reference).
3.4 Bylaws of the Company, as amended (filed as Exhibit 3.4 to the
Company's Current Report on Form 8-K filed January 30, 1998, and
incorporated herein by reference).
4.1 Specimen form of certificate for the Common Stock (filed as
Exhibit 4.1 to the Company's Registration Statement on Form S-1
(Reg. No. 33-35187) and incorporated herein by reference).
4.2 Amended and Restated Rights Agreement dated as of September 26,
1996, between the Company and First Chicago Trust Company of New
York, as Rights Agent (filed as Exhibit 4.1 to the Company's
Form 8-K dated October 21, 1996 and incorporated herein by
reference).
4.3 First Amendment to Amended and Restated Rights Agreement and
Appointment of Rights Agent, dated as of March 31, 1997, among
the Company, First Chicago Trust Company of New York and The Bank
of New York, as Rights Agent (filed as Exhibit 4.3 to the
Company's Annual Report on Form 10-K for the year ended
September 30, 1997).
4.4 Warrant Agreement with respect to the Company's warrants to
purchase common stock (filed as Exhibit 4.6 to the Company's
Annual Report on Form 10-K for the year ended September 30,
1995, and incorporated herein by reference).
4.5 First Amendment to Warrant Agreement and Appointment of Warrant
Agent, dated as of March 31, 1997, among the Company, First
Chicago Trust Company of New York, and The Bank of New York, as
Warrant Agent (filed as Exhibit 4.5 to the Company's Annual
Report on Form 10-K for the year ended September 30, 1997, and
incorporated by reference).
</TABLE>
-19-
<PAGE> 20
<TABLE>
<S> <C>
*5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered.
*23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
</TABLE>
- ------------------------
* Filed herewith.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement:
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
-20-
<PAGE> 21
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
-21-
<PAGE> 22
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF HOUSTON, STATE OF TEXAS, ON THE 29TH DAY OF JANUARY, 1998.
BJ SERVICES COMPANY, U.S.A.
By: /s/ Margaret Barrett Shannon
--------------------------------------
Margaret Barrett Shannon
Vice President and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON JANUARY 29, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ J. W. Stewart Chairman of the Board, President,
- --------------------------------------
J. W. Stewart and Chief Executive Officer
(Principal Executive Officer)
/s/ Michael McShane Senior Vice President - Finance, Chief
- --------------------------------------
Michael McShane Financial Officer and Director
(Principal Financial Officer)
/s/ Matthew D. Fitzgerald Vice President and Controller
- --------------------------------------
Matthew D. Fitzgerald
(Principal Accounting Officer)
* /s/ L. William Heiligbrodt Director
- --------------------------------------
L. William Heiligbrodt
* /s/ John R. Huff Director
- --------------------------------------
John R. Huff
* /s/ Don D. Jordan Director
- --------------------------------------
Don D. Jordan
* /s/ R. A. LeBlanc Director
- --------------------------------------
R. A. LeBlanc
</TABLE>
-22-
<PAGE> 23
<TABLE>
<S> <C>
* /s/ James E. McCormick Director
- --------------------------------------
James E. McCormick
Director
- --------------------------------------
Michael E. Patrick
* By: /s/ Margaret Barrett Shannon
- --------------------------------------
Margaret Barrett Shannon
Attorney-in-Fact
</TABLE>
-23-
<PAGE> 24
Index to Exhibits
Exhibit Description
------- -----------
2.1 Agreement and Plan of Merger dated as of November 17, 1994
("Merger Agreement"), among BJ Services Company, WCNA
Acquisition Corp. and The Western Company of North America
(filed as Exhibit 2.1 to the Company's Annual Report on Form
10-K for the year ended September 30, 1995, and incorporated
herein by reference).
2.2 First Amendment to Agreement and Plan of Merger dated March 7,
1995, among BJ Services Company, WCNA Acquisition Corp. and The
Western Company of North America (filed as Exhibit 2.2 to the
Company's Annual Report on Form 10-K for the year ended
September 30, 1995, and incorporated herein by reference).
3.1 Certificate of Incorporation, as amended through April 13, 1995
(filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K
for the year ended September 30, 1995, and incorporated herein by
reference).
3.2 Certificate of Amendment to Amended and Restated Certificate of
Incorporation dated January 22, 1998 (filed as Exhibit 3.2 to
the Company's Current Report on Form 8-K filed January 30, 1998,
and incorporated herein by reference).
3.3 Certificate of Designation of Series A Junior Participating
Preferred Stock, as amended (filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended
September 30, 1995, and incorporated herein by reference).
3.4 Bylaws of the Company, as amended (filed as Exhibit 3.4 to the
Company's Current Report on Form 8-K filed January 30, 1998, and
incorporated herein by reference).
4.1 Specimen form of certificate for the Common Stock (filed as
Exhibit 4.1 to the Company's Registration Statement on Form S-1
(Reg. No. 33-35187) and incorporated herein by reference).
4.2 Amended and Restated Rights Agreement dated as of September 26,
1996, between the Company and First Chicago Trust Company of New
York, as Rights Agent (filed as Exhibit 4.1 to the Company's
Form 8-K dated October 21, 1996 and incorporated herein by
reference).
4.3 First Amendment to Amended and Restated Rights Agreement and
Appointment of Rights Agent, dated as of March 31, 1997, among
the Company, First Chicago Trust Company of New York and The Bank
of New York, as Rights Agent (filed as Exhibit 4.3 to the
Company's Annual Report on Form 10-K for the year ended
September 30, 1997).
4.4 Warrant Agreement with respect to the Company's warrants to
purchase common stock (filed as Exhibit 4.6 to the Company's
Annual Report on Form 10-K for the year ended September 30,
1995, and incorporated herein by reference).
4.5 First Amendment to Warrant Agreement and Appointment of Warrant
Agent, dated as of March 31, 1997, among the Company, First
Chicago Trust Company of New York, and The Bank of New York, as
Warrant Agent (filed as Exhibit 4.5 to the Company's Annual
Report on Form 10-K for the year ended September 30, 1997, and
incorporated by reference).
*5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered.
*23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Andrews & Kurth L.L.P.]
[Houston, Texas 77002]
January 29, 1998
Board of Directors
BJ Services Company
5500 Northwest Central Drive
Houston, Texas 77092
Gentlemen:
We have acted as special counsel to BJ Services Company, a Delaware
corporation (the "Company"), in connection with the offer and sale by the
Company of up to 23,987,000 shares of Common Stock, par value $0.10 per share,
of the Company (the "Common Stock") and up to 9,794,000 warrants to purchase
Common Stock of the Company (the "Warrants"). As used herein, the term "Shares"
includes the shares of Common Stock subject to issuance upon exercise of the
Warrants and the associated preferred share purchase rights issuable pursuant
to the Company's Amended and Restated Rights Agreement dated as of September
26, 1996, as amended as of March 31, 1997. This opinion is being delivered in
connection with Post-Effective Amendment No. 3 to the Company's Registration
Statement on Form S-3 (the "Registration Statement") relating to registration
of the offering and sale of the Shares and the Warrants under the Securities
Act of 1933, as amended. The number of Shares to be issued pursuant to the
Registration Statement gives effect to a stock dividend payable on February 20,
1998, to the Company's stockholders of record as of January 30, 1998. The
Shares and Warrants are being offered to certain holders of common stock of The
Western Company of North America ("Western") in connection with the merger of
Western into the Company and the acquisition of all of the outstanding shares
of common stock of Western by the Company pursuant to the Agreement and Plan of
Merger dated November 17,1994, as amended, between the Company, WCNA
Acquisition Corp. and Western (the "Merger Agreement").
As the basis for the opinion hereinafter expressed, we have examined
such statutes, regulations, corporate records and documents, certificates of
corporate and public officials and other instruments as we have deemed
necessary or advisable for the purposes of this opinion. In such examination,
we have assumed the authenticity of all documents submitted to us as originals
and the conformity with the original documents of all documents submitted to us
as copies.
Based on the foregoing and on such legal considerations as we deem
relevant, we are of the opinion that the Shares and the Warrants to be issued
by the Company to certain stockholders of Western as described in the Merger
Agreement, and the Shares that will be subject to issuance upon exercise of the
Warrants, have been validly authorized. The Shares and Warrants will be validly
issued, fully paid and non-assessable (i) in the case of Shares and Warrants to
be issued upon consummation of the Merger, upon delivery of such Shares and
Warrants and payment of consideration in accordance with the Merger Agreement
and (ii) in the case of Shares subject to issuance upon exercise of the
Warrants, upon delivery of such Shares and payment of the exercise price in
accordance with the Warrant Agreement.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Opinions" in the Registration Statement.
Very truly yours,
ANDREWS & KURTH L.L.P.
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<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 3 to Registration Statement No. 33-58017 of BJ Services Company on Form S-3
of our report dated November 24, 1997 (December 15, 1997 as to Notes 6 and 14)
appearing in the Annual Report on Form 10-K of BJ Services Company for the year
ended September 30, 1997, and to the reference to us under the heading
"Experts" in the Prospectus, which is a part of such Registration Statement.
Deloitte & Touche LLP
Houston, Texas
January 29, 1998
