-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KqEAemF//2lpNm4nyP2VCRdDI/Uec7oDaEvcju63K0Jac/v/smdJ9iBq2EphnrcI Dm9r4O23DQ7FkkVGtY2Ylw== 0000898822-98-000735.txt : 19980729 0000898822-98-000735.hdr.sgml : 19980729 ACCESSION NUMBER: 0000898822-98-000735 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980728 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BAKER HUGHES INC CENTRAL INDEX KEY: 0000808362 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760207995 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38439 FILM NUMBER: 98672597 BUSINESS ADDRESS: STREET 1: 3900 ESSEX LANE CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7134398600 MAIL ADDRESS: STREET 1: P O BOX 4740 CITY: HOUSTON STATE: TX ZIP: 77210-4740 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN ATLAS INC CENTRAL INDEX KEY: 0000913340 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 953899675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10205 WESTHEIMER ROAD CITY: HOUSTON STATE: TX ZIP: 77042-3115 BUSINESS PHONE: 7139724000 MAIL ADDRESS: STREET 1: 10205 WESTHEIMER ROAD CITY: HOUSTON STATE: TX ZIP: 77042-3115 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO.1 =================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 BAKER HUGHES INCORPORATED ------------------------------------------------ (Name of Issuer) COMMON STOCK, PAR VALUE $1.00 PER SHARE ---------------------------------------------------- (Title of Class of Securities) 057224 10 7 ------------------------------------------ (CUSIP Number) --------------------------------------------------------- JAMES E. BRASHER WESTERN ATLAS INC. 10205 WESTHEIMER ROAD HOUSTON, TX 77042-3115 (713) 972-4000 --------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 22, 1998 --------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: / /. =================================================================== SCHEDULE 13D - ------------------------- -------------------- CUSIP NO. 057224 10 7 Page 2 of 7 - ------------------------- -------------------- - --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WESTERN ATLAS INC. - --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - --------------------------------------------------------------------- 3 SEC USE ONLY / / - --------------------------------------------------------------------- 4 SOURCE OF FUNDS BK, WC, OO - --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE ORGANIZATION DELAWARE - --------------------------------------------------------------------- 7 SOLE VOTING POWER 33,772,146 NUMBER OF ---------------------------------------------------------- 8 SHARES SHARED VOTING POWER -0- BENEFICIALLY ---------------------------------------------------------- 9 OWNED BY SOLE DISPOSITIVE POWER 33,772,146 EACH ---------------------------------------------------------- 10 REPORTING SHARED DISPOSITIVE POWER -0- PERSON WITH - --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,772,146 - --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6% - --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - --------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This Amendment to Statement on Schedule 13D (this "Amendment") relates to the common stock, par value $1.00 per share (the "Baker Hughes Common Stock"), of Baker Hughes Incorporated, a Delaware corporation ("Baker Hughes" or the "Issuer") and amends the Statement on Schedule 13D filed by Western Atlas (as defined below) on May 20, 1998. Unless otherwise defined, capitalized terms used herein have the meanings ascribed to them in the original Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. The response to Item 4 is hereby amended by adding the following: On July 22, 1998, Baker Hughes, Merger Sub and Western Atlas entered into an Amendment to the Agreement and Plan of Merger (the "Amendment"). Pursuant to the Amendment, (i) Western Atlas no longer has the option to terminate the Merger Agreement based on the Baker Hughes Share Price (as defined in the Merger Agreement) being less than $35.00, (ii) the Exchange Ratio continues to adjust to maintain the value (based on the Baker Hughes Share Price) of the Baker Hughes Common Stock issued for each share of Western Atlas Common Stock at $91.80 as long as the Baker Hughes Share Price is greater than or equal to $34.00 (as compared to $35.00 in the Merger Agreement prior to the execution of the Amendment) and less than $38.25 and (iii) if the Baker Hughes Share Price is below $34.00, the Exchange Ratio will be fixed at 2.7. All other terms of the Merger Agreement remain in place, unaffected by the Amendment. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3, and is incorporated herein by reference. As a result of the Amendment, the calculation of the Exchange Ratio will be as follows: The Exchange Ratio will be 2.4 if the Baker Hughes Share Price is greater than or equal to $38.25 and less than or equal to $42.75. If the Baker Hughes Share Price is greater than $42.75 and less than or equal to $44.75, the Exchange Ratio adjusts to maintain the value (based on the Baker Hughes Share Price) of the Baker Hughes Common Stock issued for each share of Western Atlas Common Stock at $102.60 and is equal to that fraction, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, to the next lower thousandth, equal to the quotient obtained by dividing $102.60 by the Baker Hughes Share Price. If the Baker Hughes Share Price exceeds $44.75, the Exchange Ratio is fixed at 2.293. If the Baker Hughes Share Price is greater than or equal to $34.00 and less than $38.24, the Exchange Ratio adjusts to maintain the value (based on the Baker Hughes Share Price) of the Baker Hughes Common Stock issued for each share of Western Atlas Common Stock at $91.80 and is equal to that fraction, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, to the next higher thousandth, equal to the quotient obtained by dividing $91.80 by the Baker Hughes Share Price. If the Baker Hughes Share Price is less than $34.00, the Exchange Ratio is fixed at 2.7. Except as set forth in this Amendment and the Schedule 13D, Western Atlas has no plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. MATERIAL TO BE FILED AS EXHIBITS. The response to Item 5 is hereby amended by adding the following: 3. Amendment to Agreement and Plan of Merger, dated as of July 22, 1998, by and among Western Atlas Inc., Baker Hughes Incorporated and Baker Hughes Delaware I, Inc. -4- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of: July 27, 1998 WESTERN ATLAS INC. By: /s/ John R. Russell Name: John R. Russell Title: President -5- INDEX OF EXHIBITS 1.* Agreement and Plan of Merger, dated as of May 10, 1998, by and among Western Atlas Inc., Baker Hughes Incorporated and Baker Hughes Delaware I, Inc. 2.* Stock Option Agreement, dated as of May 10, 1998, by and among Baker Hughes Incorporated, as Grantor, and Western Atlas Inc. as Grantee. 3. Amendment to Agreement and Plan of Merger, dated as of July 22, 1998, by and among Western Atlas Inc., Baker Hughes Incorporated and Baker Hughes Delaware I, Inc. - ----------------------- * Previously filed. -6- EX-99 2 AMENDMENT TO MERGER AGREEMENT Exhibit 3 AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT (the "Amendment") dated as of July 22, 1998 is among Baker Hughes Incorporated, a Delaware corporation ("Parent"), Baker Hughes Delaware I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), and Western Atlas Inc., a Delaware corporation (the "Company"). RECITALS WHEREAS, Parent, Merger Sub and the Company are parties to an Agreement and Plan of Merger dated as of May 10, 1998 (the "Merger Agreement"); and WHEREAS, Parent, Merger Sub and the Company wish to amend the Merger Agreement pursuant to Section 10.5 thereto, and the respective Boards of Directors of Parent, Merger Sub and the Company have approved and adopted this Amendment; NOW, THEREFORE, the parties agree to amend the Merger Agreement as follows: Section 1. Amendment of the Merger Agreement. (a) Clause (iv) and the proviso at the end of Section 4.1(c) of the Merger Agreement are amended and restated in their entirety to read as follows: (iv) if the Parent Share Price is greater than or equal to $34.00 but less than $38.25, that fraction, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, to the next higher thousandth, equal to the quotient obtained by dividing $91.80 by the Parent Share Price; and (v) if the Parent Share Price is less than $34.00, 2.7. (b) Section 9.3(d) of the Merger Agreement is deleted. Section 2. Miscellaneous. (a) Except as expressly set forth herein, all the provisions of the Merger Agreement are hereby ratified and confirmed by the parties and shall remain in full force and effect. All references in the Merger Agreement to "this Agreement" shall be read as references to the Merger Agreement, as amended by this Amendment, but references to the date of the Agreement shall remain references to May 10, 1998. (b) This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regarding to its rules of conflict of laws. -1- (c) This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto. (d) Headings of the Sections of this Amendment are for the convenience of the parties only, and shall be given no substantive or interpretative effect whatsoever. -2- IN WITNESS WHEREOF, the parties have executed this Amendment and caused the same to be duly delivered on their behalf on the day and year first written above. BAKER HUGHES INCORPORATED By: /s/ Max L. Lukens Name: Max L. Lukens Title: Chairman, President & CEO BAKER HUGHES DELAWARE I, INC. By: /s/ Lawrence O'Donnell III Name: Lawrence O'Donnell III Title: Vice President WESTERN ATLAS INC. By: /s/ William H. Flores Name: William H. Flores Title: Senior Vice President -3- -----END PRIVACY-ENHANCED MESSAGE-----