-----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, Fw6WE/GgYuoRs6bFvBql/1hj5QnXeVKlZh5o5cICbL4Q4yVg155l2XriAfgU3MAS rhswGlRyb3mMBtTUahpjdg== 0000950129-02-004555.txt : 20020911 0000950129-02-004555.hdr.sgml : 20020911 20020911121248 ACCESSION NUMBER: 0000950129-02-004555 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020910 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020911 FILER: 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09397 FILM NUMBER: 02761383 BUSINESS ADDRESS: STREET 1: 3900 ESSEX LANE CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7134398600 MAIL ADDRESS: STREET 1: 3900 ESSEX LAND CITY: HOUSTON STATE: TX ZIP: 77210 8-K 1 h99724e8vk.txt BAKER HUGHES INCORPORATED - SEPTEMBER 10, 2002 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event reported): SEPTEMBER 10, 2002 BAKER HUGHES INCORPORATED (Exact name of registrant as specified in charter) DELAWARE 1-9397 76-0207995 (State of (Commission (I.R.S. Employer Incorporation) File No.) Identification No.) 3900 ESSEX LANE, HOUSTON, TEXAS 77027 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 439-8600 ================================================================================ ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 - Press Release of Baker Hughes Incorporated (the "Company") dated September 10, 2002. ITEM 9. REGULATION FD DISCLOSURE. On September 10, 2002, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and the contents of which are incorporated herein by this reference. In accordance with General Instruction B.2. of Form 8-K, the information contained in such press release shall not be deemed "Filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BAKER HUGHES INCORPORATED Dated: September 11, 2002 By: /s/Sandra E. Alford --------------------------------- Sandra E. Alford Corporate Secretary Page 2 EXHIBIT INDEX 99.1 - Press Release of Baker Hughes Incorporated (the "Company") dated September 10, 2002. Page 3 EX-99.1 3 h99724exv99w1.txt PRESS RELEASE DATED SEPTEMBER 10, 2002 Exhibit 99.1 [LOGO] BAKER HUGHES - -------------------------------------------------------------------------------- NEWS RELEASE - -------------------------------------------------------------------------------- Contact: Baker Hughes Incorporated Gary R. Flaharty (713) 439-8039 P.O. Box 4740 gary.flaharty@bakerhughes.com Houston, Texas 77210-4740 Kyle J. Leak (713) 439-8042 kyle.leak@bakerhughes.com BAKER HUGHES ANNOUNCES $275 MILLION STOCK REPURCHASE PROGRAM HOUSTON, September 10, 2002. Baker Hughes Incorporated (NYSE: BHI; PCX; EBS) announced today that its Board of Directors has authorized the company to repurchase up to $275 million of its common stock from time to time. Repurchases are expected to be made on a discretionary basis in the open market or otherwise at times and in amounts as determined by management, subject to market conditions, applicable legal requirements, available cash and other factors. At a stock price of $27.50 per share, approximately 10 million shares, or 3% of the company's approximately 338 million outstanding shares, could be repurchased under this program. Michael E. Wiley, Chairman, President and CEO of Baker Hughes stated, "As a result of the improvement in the company's financial flexibility, we are in a position where we are able to take advantage of various strategic options. This stock repurchase program is expected to give us the ability to more effectively manage our capital structure. The stock repurchase program will be balanced with other strategic options, including internal and external investment opportunities and further debt reduction." This news release (and oral statements made regarding the subjects of this release) contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "expect," "expected," "intends," "should," "will," "may," "could," and similar expressions are intended to identify forward-looking statements. Baker Hughes is a leading provider of drilling, formation evaluation, completion and production products and services to the worldwide oil and gas industry. **** Page 4 NOT INTENDED FOR BENEFICIAL HOLDERS. Page 5 -----END PRIVACY-ENHANCED MESSAGE-----