8-K

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):  03/29/2005

BJ Services Company

(Exact Name of Registrant as Specified in its Charter)

Commission File Number:  1-10570

DE	63-0084140
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

5500 Northwest Central Drive, Houston, TX 77092

(Address of Principal Executive Offices, Including Zip Code)

713-895-5624

(Registrant’s Telephone Number, Including Area Code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

Items to be Included in this Report

Item 2.04.    Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

BJ Services Company (BJS: NYSE, CBOE, PCX) announced on March 25, 2005 that it has called for the redemption of all of its outstanding Convertible Senior Notes due 2022. A copy of the press release and a form of the notice of redemption are attached hereto as Exhibits 99.1 and 99.2, respectively, and are hereby incorporated herein by reference.

Signature(s)

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.

		BJ Services Company
Date: March 29, 2005.	By:	/s/    T. M. Whichard
		T. M. Whichard
		Vice President - Finance and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
EX-99.1	Press Release
EX-99.2	Form of Notice of Redemption

EX-99.1 2 rrd73802_4593.htm PRESS RELEASE

Press Release

Contact: Trey Whichard (713) 462-4239

Release: 7:00 AM EST

BJ SERVICES COMPANY ANNOUNCES

REDEMPTION OF

CONVERTIBLE SENIOR NOTES DUE 2022

HOUSTON--March 25, 2005. BJ Services Company (BJS -- NYSE, CBOE, PCX) (the "Company") announced today that it has called for the redemption of all of its outstanding Convertible Senior Notes due 2022 (the "Notes"). The aggregate redemption price is approximately $422.4 million ($817.99 per $1,000 principal amount), plus accrued and unpaid interest to, but excluding, the redemption date, which is April 25, 2005. The Company intends to fund the redemption of the Notes from cash. Holders will have the right to elect to convert their Notes to shares of the Company's common stock, par value $.10 per share, at any time prior to the close of business on the second business day before the redemption date, in accordance with the terms of the indenture governing the Notes. If any holder exercises such right, the Company has the right to settle the conversion in cash, common stock or a combination thereof.

This press release contains forward-looking statements. These statements are based on assumptions that may prove to be inaccurate, and they are subject to risks and uncertainties that may cause actual results to differ materially from expected results. These risk factors include, without limitation, general global business and economic conditions, drilling activity and rig count, pricing volatility for oil and gas, reduction in demand for our services and products, risks from operating hazards such as fire, explosion and oil spills, unexpected litigation for which insurance and customer agreements do not provide complete protection, consequences of changes in exchange rates and declines in the U.S. dollar, and risks associated with our international operations, including potential instability and hostilities. This list of risk factors is not intended to be comprehensive. More extensive information concerning risk factors may be found in our public filings with the Securities and Exchange Commission.

******

BJ Services Company is a leading provider of pressure pumping and other oilfield services to the petroleum industry.

EX-99.2 3 rrd73802_4594.htm FORM OF NOTICE OF REDEMPTION

March 25, 2005

Via First Class Mail

To: All Holders of BJ Services Company Convertible Senior Notes due 2022; CUSIP Nos. 055482AE3 and 055482AF0

Re: Redemption of BJ Services Company Convertible Senior Notes due 2022; CUSIP Nos. 055482AE3 and 055482AF0

Ladies and Gentlemen:

Pursuant to Section 3.04 of the Indenture, dated as of April 24, 2002, as amended and restated on October 10, 2002 (to be effective as of April 24, 2002) (the "Indenture"), executed by and between BJ Services Company, a Delaware corporation (the "Company"), and The Bank of New York, a banking corporation organized and existing under the laws of the State of New York, as trustee, pursuant to which the Company's Convertible Senior Notes due 2022 were issued (the "Securities"), the Company hereby provides to you, as a Holder of Securities, notice of the Company's election to redeem all of the Securities you hold on the "Redemption Date" (hereinafter defined). All defined terms used herein without definition shall have the respective meanings assigned to such terms in the Indenture.

Redemption Date

The Redemption Date shall be April 25, 2005 (the "Redemption Date"). In this regard, please note that April 24, 2005, the redemption date specified in Paragraph 5 of the Securities, is a Sunday. Accordingly, the Redemption Date specified herein is the first Business Day following such April 24, 2005 redemption date specified in the Securities.

Redemption of Securities

The Securities to be redeemed on the Redemption Date are BJ Services Company Convertible Senior Notes due 2022; CUSIP Nos. 055482AE3 and 055482AF0. All of the Securities will be redeemed.

The Redemption Price to be paid on the Redemption Date per $1,000 Principal Amount of the Securities you hold shall be $817.99.

You must surrender your Securities for redemption at the Redemption Price to the Paying Agent, the Paying Agent being the Trustee, as follows:

The Bank of New York

Attn: Reorganization

101 Barclay Street

New York, NY 10286

Only those Securities surrendered to the Paying Agent at the address set forth above will be redeemed. If you surrender the Securities you hold on or before the Redemption Date, the Redemption Price will be paid on the Redemption Date. If you surrender the Securities you hold after the Redemption Date, the Redemption Price will be paid upon the surrender of such Securities.

Original Issue Discount and interest will cease to accrue on such Securities on and after the Redemption Date, unless the Company defaults in its obligation to make payment of the Redemption Price on the Securities called for redemption.

Optional Conversion of Securities

As a result of the Company's call for redemption of the Securities, Holders who satisfy the requirements set forth in Paragraph 8 of the Securities are entitled to convert their Securities into Common Stock at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, notwithstanding the fact that such Securities are not otherwise subject to conversion. Any such Securities to be converted must be presented to the Conversion Agent, the Conversion Agent being the Trustee, prior to the close of business on the second Business Day immediately preceding the Redemption Date, as follows:

The Bank of New York

Attn: Reorganization

101 Barclay Street

New York, NY 10286

As of the date of this letter, the Conversion Rate for the Securities is 14.9616 Shares per $1,000 of Principal Amount of the Security being converted. Please be reminded that Holders who wish to convert Securities to Common Stock must satisfy the requirements set forth in paragraph 8 of the Securities.

In accordance with Section 11.06 of the Indenture, in lieu of delivery of shares of Common Stock upon notice of conversion of any Securities (for all or any portion of the Securities), the Company may elect to pay Holders surrendering Securities an amount in cash per Security (or a portion of a Security), such amount of cash being calculated in accordance with Section 11.06 of the Indenture. In the event the Company so elects to pay cash in lieu of the delivery of the Common Stock otherwise issuable upon conversion (or any part thereof), the Company will inform the Holders of such election no later than two Business Days following the Conversion Date. Holders may retract their conversion notice at any time during the two Business Days period beginning on the day after the final day of the Cash Settlement Notice Period. No such retraction can be made (and a conversion notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of Common Stock (other than c ash in lieu of fractional shares).

With respect to the optional conversion of Securities described above (and as further described in the Indenture and the Securities), at April 21, 2005, the accreted conversion price per share will be approximately $54.48. Holders may wish to review and monitor the daily sale price of the Common Stock.

cc: The Bank of New York Trust Company, N.A. as Trustee, Paying Agent and Conversion Agent

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

Press Release

Contact: Trey Whichard (713) 462-4239

Release: 7:00 AM EST

BJ SERVICES COMPANY ANNOUNCES

REDEMPTION OF

CONVERTIBLE SENIOR NOTES DUE 2022

HOUSTON--March 25, 2005. BJ Services Company (BJS -- NYSE, CBOE, PCX) (the "Company") announced today that it has called for the redemption of all of its outstanding Convertible Senior Notes due 2022 (the "Notes"). The aggregate redemption price is approximately $422.4 million ($817.99 per $1,000 principal amount), plus accrued and unpaid interest to, but excluding, the redemption date, which is April 25, 2005. The Company intends to fund the redemption of the Notes from cash. Holders will have the right to elect to convert their Notes to shares of the Company's common stock, par value $.10 per share, at any time prior to the close of business on the second business day before the redemption date, in accordance with the terms of the indenture governing the Notes. If any holder exercises such right, the Company has the right to settle the conversion in cash, common stock or a combination thereof.

This press release contains forward-looking statements. These statements are based on assumptions that may prove to be inaccurate, and they are subject to risks and uncertainties that may cause actual results to differ materially from expected results. These risk factors include, without limitation, general global business and economic conditions, drilling activity and rig count, pricing volatility for oil and gas, reduction in demand for our services and products, risks from operating hazards such as fire, explosion and oil spills, unexpected litigation for which insurance and customer agreements do not provide complete protection, consequences of changes in exchange rates and declines in the U.S. dollar, and risks associated with our international operations, including potential instability and hostilities. This list of risk factors is not intended to be comprehensive. More extensive information concerning risk factors may be found in our public filings with the Securities and Exchange Commission.

******

BJ Services Company is a leading provider of pressure pumping and other oilfield services to the petroleum industry.

EX-99.2

March 25, 2005

Via First Class Mail

To: All Holders of BJ Services Company Convertible Senior Notes due 2022; CUSIP Nos. 055482AE3 and 055482AF0

Re: Redemption of BJ Services Company Convertible Senior Notes due 2022; CUSIP Nos. 055482AE3 and 055482AF0

Ladies and Gentlemen:

Pursuant to Section 3.04 of the Indenture, dated as of April 24, 2002, as amended and restated on October 10, 2002 (to be effective as of April 24, 2002) (the "Indenture"), executed by and between BJ Services Company, a Delaware corporation (the "Company"), and The Bank of New York, a banking corporation organized and existing under the laws of the State of New York, as trustee, pursuant to which the Company's Convertible Senior Notes due 2022 were issued (the "Securities"), the Company hereby provides to you, as a Holder of Securities, notice of the Company's election to redeem all of the Securities you hold on the "Redemption Date" (hereinafter defined). All defined terms used herein without definition shall have the respective meanings assigned to such terms in the Indenture.

Redemption Date

The Redemption Date shall be April 25, 2005 (the "Redemption Date"). In this regard, please note that April 24, 2005, the redemption date specified in Paragraph 5 of the Securities, is a Sunday. Accordingly, the Redemption Date specified herein is the first Business Day following such April 24, 2005 redemption date specified in the Securities.

Redemption of Securities

The Securities to be redeemed on the Redemption Date are BJ Services Company Convertible Senior Notes due 2022; CUSIP Nos. 055482AE3 and 055482AF0. All of the Securities will be redeemed.

The Redemption Price to be paid on the Redemption Date per $1,000 Principal Amount of the Securities you hold shall be $817.99.

You must surrender your Securities for redemption at the Redemption Price to the Paying Agent, the Paying Agent being the Trustee, as follows:

The Bank of New York

Attn: Reorganization

101 Barclay Street

New York, NY 10286

Only those Securities surrendered to the Paying Agent at the address set forth above will be redeemed. If you surrender the Securities you hold on or before the Redemption Date, the Redemption Price will be paid on the Redemption Date. If you surrender the Securities you hold after the Redemption Date, the Redemption Price will be paid upon the surrender of such Securities.

Original Issue Discount and interest will cease to accrue on such Securities on and after the Redemption Date, unless the Company defaults in its obligation to make payment of the Redemption Price on the Securities called for redemption.

Optional Conversion of Securities

As a result of the Company's call for redemption of the Securities, Holders who satisfy the requirements set forth in Paragraph 8 of the Securities are entitled to convert their Securities into Common Stock at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, notwithstanding the fact that such Securities are not otherwise subject to conversion. Any such Securities to be converted must be presented to the Conversion Agent, the Conversion Agent being the Trustee, prior to the close of business on the second Business Day immediately preceding the Redemption Date, as follows:

The Bank of New York

Attn: Reorganization

101 Barclay Street

New York, NY 10286

As of the date of this letter, the Conversion Rate for the Securities is 14.9616 Shares per $1,000 of Principal Amount of the Security being converted. Please be reminded that Holders who wish to convert Securities to Common Stock must satisfy the requirements set forth in paragraph 8 of the Securities.

In accordance with Section 11.06 of the Indenture, in lieu of delivery of shares of Common Stock upon notice of conversion of any Securities (for all or any portion of the Securities), the Company may elect to pay Holders surrendering Securities an amount in cash per Security (or a portion of a Security), such amount of cash being calculated in accordance with Section 11.06 of the Indenture. In the event the Company so elects to pay cash in lieu of the delivery of the Common Stock otherwise issuable upon conversion (or any part thereof), the Company will inform the Holders of such election no later than two Business Days following the Conversion Date. Holders may retract their conversion notice at any time during the two Business Days period beginning on the day after the final day of the Cash Settlement Notice Period. No such retraction can be made (and a conversion notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of Common Stock (other than c ash in lieu of fractional shares).

With respect to the optional conversion of Securities described above (and as further described in the Indenture and the Securities), at April 21, 2005, the accreted conversion price per share will be approximately $54.48. Holders may wish to review and monitor the daily sale price of the Common Stock.

cc: The Bank of New York Trust Company, N.A. as Trustee, Paying Agent and Conversion Agent