-----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, PAh2Rcuz28Sb922MZOsBsvoKpxZACQpBce+NxJKaID+c1TEW927wN/6BYKZd2wWY D7wB1EbguNRHvRoCzdgOvQ== 0000950129-96-000128.txt : 19960207 0000950129-96-000128.hdr.sgml : 19960207 ACCESSION NUMBER: 0000950129-96-000128 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960206 ITEM INFORMATION: Other events FILED AS OF DATE: 19960206 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BJ SERVICES CO CENTRAL INDEX KEY: 0000864328 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 630084140 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10570 FILM NUMBER: 96511877 BUSINESS ADDRESS: STREET 1: 5500 NW CENTRAL DR CITY: HOUSTON STATE: TX ZIP: 77210 BUSINESS PHONE: 713-462-4239 MAIL ADDRESS: STREET 1: 5500 NORTHWEST CENTRAL DR STREET 2: 5500 NORTHWEST CENTRAL DR CITY: HOUSTON STATE: TX ZIP: 77092 8-K 1 BJ SERVICES COMPANY - DATED 02/06/96 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 --------------------- DATE OF REPORT: FEBRUARY 6, 1996 BJ SERVICES COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) C> DELAWARE 1-10570 63-0084140 (STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (I.R.S. EMPLOYER OF INCORPORATION) IDENTIFICATION NO.)
5500 NORTHWEST CENTRAL DRIVE HOUSTON, TEXAS 77092 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (713) 462-4239 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE ================================================================================ 2 ITEM 5. OTHER EVENTS PRO FORMA FINANCIAL INFORMATION (UNAUDITED) This pro forma financial statement is based on the historical financial information of BJ Services Company ("BJ Services" or the "Company") and The Western Company of North America ("Western"), giving effect to certain adjustments under the purchase method of accounting for the merger of Western with and into BJ Services effective April 13, 1995 (the "Merger"). The pro forma financial statement presented herein is derived from BJ Services' and Western's historical consolidated financial data for the indicated period, which, in the case of the statement of operations of Western, differs from the period used for presentation of Western's historical financial statements. In the case of Western, the statement of operations for the year ended September 30,1995 was derived by combining the last three months of its fiscal year ended December 31, 1994 with the first three months of its fiscal 1995. Actual results of Western's operations were included with BJ Services' results beginning April 1, 1995. The pro forma statement of operations was prepared as if the Merger had occurred as of October 1, 1994 and does not include any estimate for loss of revenue from overlapping locations or the effect of any modifications in operations that might have occurred had BJ Services owned and operated the businesses during the period presented except as described in the Notes to the Pro Forma Statement of Operations. A supplemental pro forma presentation of operating results for the year ended September 30, 1995 was also made to reflect the effects of eliminating certain nonrecurring charges so that the results would, in management's opinion, be more reflective of normal operations. The pro forma financial statement should be read in conjunction with the Notes to Pro Forma Financial Statement and with the Consolidated Financial Statements of BJ Services and the related notes thereto and the Consolidated Financial Statements of Western and the related notes thereto, all as previously filed. The pro forma financial information has been prepared based upon assumptions deemed appropriate by management of BJ Services. This information is prepared for informational purposes only and is not necessarily indicative of the actual results that would have been achieved had the Merger and related financing occurred at October 1, 1994, or of future results. -2- 3 PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED) TWELVE MONTHS ENDED SEPTEMBER 30, 1995
Historical Pro Forma Supplemental Pro Forma ----------------------- ----------------------- ---------------------------- Nonrecurring BJ Services Western Adjustments Combined Adjustments As Adjusted ----------- ------- ----------- -------- ------------ ----------- Revenue 633,660 173,922 807,582 807,582 Operating Expenses: Cost of sales and services 564,587 164,660 4,437 (2) 733,684 733,684 General and administrative 28,318 5,033 33,351 33,351 Amortization of Goodwill 3,266 2,157 (3) 5,423 5,423 Unusual Charge 17,200 17,200 (17,200)(7) 0 ------- -------- ------ ------- ------- ------- 613,371 169,693 6,594 789,658 (17,200) 772,458 ------- -------- ----- ------- ------- ------- Operating income 20,289 4,229 (6,594) 17,924 17,200 35,124 Other Income (Expense): Interest expense (15,164) (4,599) (3,900)(4) (23,663) (23,663) Interest income 899 362 1,261 1,261 Asset sales and other 2,763 (21,118)(5) 21,118 (5) 2,763 2,763 ------- -------- ------ ------- ------- ------- Income before income taxes 8,787 (21,126) 10,624 (1,715) 17,200 15,485 Income tax expense (benefit) (1,102) 285 (3,206)(6) (4,023) 6,020 (7) 1,997 ------- -------- ------ ------- ------- ------- Net income $ 9,889 ($21,411) $13,830 $ 2,308 $11,180 $13,488 ======= ======== ======= ======= ======= ======= Weighted average shares outstanding 21,376 6,550 (1) 27,926 27,926 ======= ======= ======= ======= Net income per share $ 0.46 $ 0.08 $ 0.48 ======= ======= ======= See Notes to Pro Forma Statement of Operations
-3- 4 NOTES TO PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED) (IN THOUSANDS) (1) The pro forma statement of operations reflects the purchase of 100% of the outstanding shares of Western common stock. In accordance with purchase accounting, the assets and liabilities of Western were recorded on BJ Services' books at their estimated fair market value with the remaining purchase price reflected as goodwill, which is being amortized on a straight-line basis over 40 years. The transaction may be summarized as follows: BJ Services Consideration Paid: Cash $247,880 Stock issued (12,036,393 shares) 239,551 Warrants issued (4,800,037 warrants) 24,000 -------- Total consideration 511,431 Net assets acquired 335,891 (1) ------- Goodwill 175,540 ------- (1) Includes cash acquired of $44.5 million.
(2) Reflects increased depreciation expense due to the net write-up of property, depreciated over its average estimated remaining useful life. (3) Reflects amortization of the increase to goodwill over a 40-year period. (4) Reflects interest expense on the borrowing to finance the acquisition at an average assumed rate of 6.625% for the six months prior to the Merger. (5) Adjustment to eliminate expenses incurred by Western directly attributable to the Merger. (6) Adjustment to reflect 35% effective tax rate for Western and the tax effect of the pro forma adjustments, with the exception of goodwill amortization. (7) Adjustment to eliminate the following nonrecurring charges (and the related tax effect at 35%) incurred by BJ Services following the Merger and directly related to the Merger: Facility closings $5,596 Change in control costs 5,381 Legal and other 4,047 Severance costs 2,176 ------- Total $17,200 -------
-4- 5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BJ SERVICES COMPANY By: ---------------------------------- Matthew D. Fitzgerald Controller Date: February 6, 1996 -5- -----END PRIVACY-ENHANCED MESSAGE-----