Sec ”) a Registration Statement on Form s-4 that will include a joint proxy statement of Baker Hughes and bj services Company (“ bj services


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Filed by Baker Hughes Incorporated

Pursuant to Rule 425 of the Securities Act of 1933, as amended, and

deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended

Subject Company: BJ Services Company

Commission File No: 001-10570

 
 

In connection with the proposed merger, Baker Hughes Incorporated (“Baker Hughes”) will file with the Securities and Exchange Commission (the “ SEC ”) a Registration Statement on Form S-4 that will include a joint proxy statement of Baker Hughes and BJ Services Company (“ BJ Services ”) that also will constitute a prospectus of Baker Hughes regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BAKER HUGHES AND BJ SERVICES ARE URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING BAKER HUGHES, BJ SERVICES AND THE PROPOSED TRANSACTION. A definitive joint proxy statement/prospectus will be sent to security holders of Baker Hughes and BJ Services seeking their approval of the proposed transaction. Investors and security holders may obtain a free copy of the proxy statement/prospectus (when available) and other documents filed by Baker Hughes and BJ Services with the SEC at the SEC’s web site at www.sec.gov.

The joint proxy statement/prospectus and such other documents (relating to Baker Hughes) may also be obtained from Baker Hughes for free (when available) from Baker Hughes’ web site at www.bakerhughes.com/investor or by directing a request to: Baker Hughes Incorporated, 2929 Allen Parkway, Suite 2100, Houston, TX 77019, Attention: Corporate Secretary, or by phone at (713) 439-8600. The joint proxy statement/prospectus and such other documents (relating to BJ Services) may also be obtained from BJ Services for free (when available) from BJ Services’ web site at www.bjservices.com or by directing a request to: BJ Services Company, P.O. Box 4442, Houston, Texas 77210-4442, Attention: Investor Relations, or by phone at (713) 462-4239.

Baker Hughes, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from Baker Hughes’ stockholders in connection with the proposed transaction. Information regarding such persons and a description of their interests in the proposed transaction will be contained in the joint proxy statement/prospectus when it is filed with the SEC.

BJ Services, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from BJ Services’ stockholders in connection with the proposed transaction. Information regarding such persons and a description of their interests in the proposed transaction will be contained in the joint proxy statement/prospectus when it is filed with the SEC.

Except for the historical information set forth in this document, the matters discussed in this document are forward-looking statements that involve certain assumptions and known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Baker Hughes and BJ Services, including expected future financial and operating results, anticipated accretion to Baker Hughes’ earnings per share arising from the transaction, the expected amount and timing of cost savings and operating synergies, whether and when the transactions contemplated by the merger agreement will be consummated, the new combined company’s plans, market and other expectations, objectives, intentions and other statements that are not historical facts.

The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals for the transaction and the approval of the merger agreement by the stockholders of both parties; the risk that the cost savings and any other synergies from the transaction may not be realized or take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the ability to successfully integrate the businesses; unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; continuation or deterioration of current market conditions; the outcome of pending litigation; future regulatory or legislative actions that could adversely affect the companies; and the business plans of the customers of the respective parties. Additional factors that may affect future results are contained in Baker Hughes’ and BJ Services’ filings with the SEC, which are available at the SEC’s web site at www.sec.gov. Except as required by law, neither Baker Hughes nor BJ Services intends to update or revise statements contained in these materials based on new information, future events or otherwise.

 
 

Transcript

 

 

 

 

 

 

 

 

 

 

Baker Hughes, Inc.

 

 

BHI

 

 

Analyst Conference — Day 2

 

 

Sep. 17, 2009

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Date

 

 

 

 

 

 

 

 

 

 

MANAGEMENT DISCUSSION SECTION

Gary R. Flaharty, Vice President, Investor Relations

Good morning. Welcome to Celle. Today is a beautiful day in Celle. Hope you all are enjoying the weather that we have today and it’s the perfect weather for the Analyst Conference as well the tour and it’s my pleasure to welcome you to the Celle Technology Center.

First of all, a couple of basics for this morning. From a safety standpoint there are no alarms planned for today, so if you do hear a fire alarm, it is indeed the real thing in which case we want to proceed orderly to the exits and to our muster point. We go out this door then turn to the right across the walkway and there is a stairway that will lead you down to the first floor, immediately out the doors to the large statue, immediately outside the doors here and will muster over that point.

If for any reason that exit is blocked, if you proceed to your left, through these doors and immediately a hard left there is another set of stairs that will take you downstairs. So that’s very important. If we have a fire alarm or any kind of alarm during the tour, please follow the instructions of your tour guide, they will make sure that you are taken care of safely and everything is okay. While we are on the subject of the tour, we will have safety glasses for you all and please wear those as you are directed by your tour guide.

Now as we get started here this morning I do want to cover a couple of forward-looking items. Today’s presentation may include forward-looking statements regarding expectations — our expectations for future events. Any forward-looking statement that we make is subject to various risk factors that could cause actual results to differ from our forecasts. We would ask that you refer to the risk factors set forth in this disclosure that you have in your material in front of you as well as the risk factors described more fully in our SEC filings, 10-K, 10-Q and the forward-looking statements in both our most recent earnings news release as well as our announcement on the proposed BJ Services acquisition.

With the exception of a few comments in this morning’s opening speech, any comments regarding BJ Services are actually going to be handled at the end of the day. So as we make those, however, we would ask that you refer again to this information, additional information on the proposed merger with Baker Hughes and BJ Services will be available both on the SEC website and the Baker Hughes website and that’s of course available free of charge.

Finally, one last comment that Baker Hughes, its directors, executive officers, other members of management and employees may be considered participants in the solicitation of proxies from Baker Hughes’ shareholders in connection with the acquisition.

So having gone through that let me talk a little bit about the agenda this morning and where we will be going. From 8:30 to 9 o’clock this morning Martin Craighead is going to give our COO key note and talk about the strategies for Baker Hughes as we go forward. Then we are going to have Belgacem Chariag and Khaled Nouh come up and talk a little bit about what’s going on in the Eastern Hemisphere and they will be followed up by Andy O’Donnell and Mauricio Figueiredo who will talk about the Western Hemisphere as well as Brazil.

We then have a break planned and we are going to come back from there with the presentation by Derek Mathieson on optimizing our product portfolio. We ask that you hold your questions during these three presentations until we get to the formal Q&A session and we’ve allotted some time for that. So you have a chance to address your questions not only to Martin and his direct reports, but any of the Baker Hughes’ management that’s in the room today. We’ll come back from that. We’ll have a short presentation by Johannes Witte about the Celle Technology Center. I think a number of people asked why Celle, and he’ll answer that questions and many others about this facility and

www.CallStreet.com • 212-849-4070 • Copyright © 2001-2009 CallStreet          1
 
 


 

 

 

 

 

 

 

 

 

 

Baker Hughes, Inc.

 

 

BHI

 

 

Analyst Conference — Day 2

 

 

Sep. 17, 2009

Company

 

 

Ticker

 

 

Event Type

 

 

Date

 

 

 

 

 

 

 

 

 

 

why its here in Celle, Germany. We’ll have lunch and then we’re going to take you on a tour of the facility.

It’s an impressive tour. We’re going to go about half way into the facility but we’ve got a lot of technology that’s been responsible for Baker Hughes success recently on the tour. We definitely want to get you an opportunity to see what’s available for Baker Hughes.

Following that we’ll come back here and we’ll have about 25 minutes. We’ll talk about not only the BJ Services merger but we’ll also have Chad’s final remarks and opportunity for some last Q&A and then we’ll have a small reception closing.

So with that let me turn it over to Martin Craighead. He’ll talk about executing our strategy. Martin?

Martin S. Craighead, Senior Vice President and Chief Operating Officer

Well, good morning, everybody. I hope everybody had a good time last night. I know we enjoyed getting — the chance to get to know each of you a little bit better. Before I begin, I think it’s appropriate to acknowledge someone who did a whole heck a lot of work to pull this whole thing together.

In addition, her name is Heike Preusse and it’s also Heike’s birthday today. She’s been with us for more than 25 years and as you can see she probably started when she was about two or three years old. So Heike’s we’re not going to sink because I’m miked up, and if we did that there will be bunch of sale orders going out today, so we’re going to hang off from singing, but happy birthday to you. Thanks for all your help in putting this together.

Okay. As Chad mentioned last night, the landscape of the oil field service industry has changed a lot over the last several years. The markets and the customers that we serve as well as ourselves changed a lot. And I want to stress and a key takeaway that I hope that you get out of my presentation is that Baker Hughes is probably the prefect example of some significant changes going on. I mean we’re really a poster child to that right now and it’s being driven by the market and by our customers.

We are transforming this company and it’s no exaggeration. Across our sector, I think you’d have to look far and wide to find any company that’s working as hard as we are to transform itself in this span of time that we are and are taking on as many of the issues.

I’m going to lay out for you the strategy and in large part it’s going to be extremely consistent as it should be with that you heard from Chad last night, but at the same time I’m going to lay out the objectives and how we’re going to measure the changes in this transformation and how we see the month folding. And as several members of my team as Gary pointed out are going to come up here and, if you will, hang a little bit more meat on the bones as to the specifics on that.

All right. For several years now, you’ve heard all of us at Baker Hughes talk about people, infrastructure and technology. But we also acknowledge that we have not been the market leader when it comes to growth. And that’s something that’s no longer going to be acceptable and it’s something that I’m committed to changing. And let me tell you how we’re going to deliver on that.

This is a pyramid, at top of the pyramid it’s much broader and larger that we use inside Baker Hughes that outlines our strategy. Our ultimate goal of Baker Hughes is to increase their share and that share must come at long term profitable growth. That’s how you measure us and that’s how we’re going to measure ourselves. Now to achieve that goal, as highlighted last night, we built our strategy on three key strategic imperatives or principles.
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