-----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, GIhNSYs1J3bZSnLudp+wsIg9O6Qb+GrruZSAVHIFt4sYY7+Pq0pLq7WVwfr5+QZE 9Qi/L6tri7LbzIeCSgUq+w== 0001181431-05-063558.txt : 20051129 0001181431-05-063558.hdr.sgml : 20051129 20051129164639 ACCESSION NUMBER: 0001181431-05-063558 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051129 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20051129 DATE AS OF CHANGE: 20051129 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: 051232472 BUSINESS ADDRESS: STREET 1: 5500 NW CENTRAL DR CITY: HOUSTON STATE: TX ZIP: 77210 BUSINESS PHONE: 7134624239 MAIL ADDRESS: STREET 1: 5500 NORTHWEST CENTRAL DR STREET 2: 5500 NORTHWEST CENTRAL DR CITY: HOUSTON STATE: TX ZIP: 77092 8-K 1 rrd98442.htm EXECUTIVE SEVERANCE AGREEMENT Prepared By R.R. Donnelley Financial -- Form 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):  11/29/2005
 
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
  
(IRS Employer
incorporation)
  
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 (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Information to be included in the report

 
Item 1.01.    Entry into a Material Definitive Agreement
 
On November 22, 2005, the Board of Directors of the Company approved an Executive Severance Agreement for Alasdair Buchanan, Vice President-Technology and Logistics, and also approved his participation in the Company's Supplemental Executive Retirement Plan for senior executives. The Company has severance agreements with other executive officers.

The term of the agreement is automatically extended for an additional year at the end of each year, unless the Company has given one year's prior notice of termination. The agreement is intended to provide for continuity of management in the event of a change in control of the Company. The agreement provides that the covered executive officer could be entitled to certain severance benefits following a change in control of the Company. If, following a change in control, the executive is terminated by the Company for any reason, other than for death, disability or for cause, or if such executive officer terminates his or her employment for good reason (as this te rm is defined in the agreement), then the executive officer is entitled to a severance payment that will be three times the sum of the executive officer's base salary and bonus amount, as defined in the agreements, plus an amount equal to three times the value of the executive's largest stock option and/or performance unit grant in the prior three years. Option awards that are intended as two-year awards will be annualized for purposes of this calculation. The severance payment is generally made in the form of a lump sum. For a period of up to three years, the Company would also provide life, disability, accident and health insurance coverage substantially similar to the benefits provided before termination. Further, the Company would provide outplacement services, and the Company would provide retiree medical coverage if the executive were within five years of eligibility at the time of termination following a change in control.

 

 

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: November 29, 2005
     
By:
 
/s/    T.M. Whichard
               
T.M. Whichard
               
Vice President - Finance and Chief Financial Officer
 
 
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