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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):
APRIL 25, 2003 (April 22, 2003)
BAKER HUGHES INCORPORATED
(Exact name of registrant as specified in charter)
DELAWARE 1-9397 76-0207995
(State of Incorporation) (Commission File No.) (I.R.S. Employer
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
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ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
The Annual Meeting of Stockholders of Baker Hughes Incorporated (the "Company")
was held on April 23, 2003 (1) to elect four Class III members of the Board of
Directors to serve for three-year terms, (2) to approve the amendment of the
Baker Hughes Incorporated Employee Stock Purchase Plan, (3) to consider a
stockholder proposal regarding poison pills, (4) to consider a stockholder
proposal regarding classified boards, (5) to consider a stockholder proposal
regarding prohibition of stock option grants to senior executives, and (6) to
consider a stockholder proposal on implementation of the MacBride Principles in
Northern Ireland.
The four Class III directors who were so elected are Claire W. Gargalli, James
A. Lash, James F. McCall and Michael E. Wiley. The number of affirmative votes
and the number of votes withheld for the directors so elected were:
NUMBER OF NUMBER OF VOTES
NAMES AFFIRMATIVE VOTES WITHHELD
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Claire W. Gargalli 223,495,560 76,184,735
James A. Lash 223,295,560 76,384,735
James F. McCall 223,306,094 76,374,201
Michael E. Wiley 223,506,038 76,174,257
The number of affirmative votes, the number of negative votes and the number of
abstentions with respect to the amendment of the Baker Hughes Incorporated
Employee Stock Purchase Plan were as follows:
NUMBER OF NUMBER OF
AFFIRMATIVE VOTES NEGATIVE VOTES ABSTENTIONS
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292,910,767 4,846,295 1,923,273
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The number of affirmative votes, the number of negative votes and the number of
abstentions with respect to the approval of stockholder proposals were as
follows:
NUMBER OF NUMBER OF
AFFIRMATIVE VOTES NEGATIVE VOTES ABSTENTIONS
----------------- -------------- -----------
Proposal regarding
poison pills 203,403,557 67,426,808 2,289,674
Proposal regarding
classified boards 231,820,903 38,887,118 2,411,477
Proposal regarding
prohibition of stock
option grants to
senior executives 8,323,169 262,268,111 2,528,219
Proposal regarding
MacBride Principles 16,783,790 243,588,917 12,746,792
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(Information furnished in this Item 7 is furnished pursuant to Item 12.)
(c) Exhibits.
99.1 - Press Release of Baker Hughes Incorporated dated April 22,
2003.
ITEM 9. REGULATION FD DISCLOSURE. (Information furnished in this Item 9 is
furnished pursuant to Item 12.)
In accordance with the Securities and Exchange Commission (the "SEC") Release
No. 34-47583 and the General Instructions B.2. and B.6. of Form 8-K, the
following information, which is intended to be furnished under Item 12, "Results
of Operations and Financial Condition," is instead being furnished under Item 9,
"Regulation FD Disclosure." This information 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.
On April 22, 2003, Baker Hughes Incorporated issued a news release announcing
its financial results for the first quarter ending March 31, 2003, a copy of
which is furnished with this Form 8-K as Exhibit 99.1 and incorporated herein by
reference.
As previously announced, the Company held a conference call on April 22, 2003 to
discuss the earnings announcement. A replay of the call will be available
through Tuesday, April 29, 2003. The number for the replay is 706-645-9291 and
the access code is 8941636. The replay will also be available through such date
on the Company's website at www.bakerhughes.com/investor in the News Release
section under Conference Calls.
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In addition to financial results determined in accordance with generally
accepted accounting principles ("GAAP") that were included in the news release,
the release also included certain non-GAAP financial measures (as defined under
the SEC's Regulation G), which same measures were also discussed on the
conference call.
The following non-GAAP financial measures were described:
o EBIT and EBITDA: EBIT is earnings before interest expense and income
taxes and EBITDA is earnings before interest expense, income taxes,
depreciation and amortization. Management uses EBIT and EBITDA because
it believes that such measurements are widely accepted financial
indicators used by investors and analysts to analyze and compare
companies on the basis of operating performance and that such
measurements may be used by some investors and others to make informed
investment decisions.
o Operating profit: Operating profit is defined as income from
continuing operations excluding the impact of non-operational items.
The Company believes that operating profit is useful to investors
because it is a consistent measure of the underlying results of the
Company's business. Furthermore, management uses the calculation of
operating profit internally as a measure of the performance of the
Company's divisions.
The foregoing non-GAAP financial measures should be considered in addition to,
and not as an alternative for, or superior to, net income, income from
continuing operations, cash flows or other measures of financial performance
prepared in accordance with GAAP as more fully discussed in the Company's
financial statements and filings with the Securities and Exchange Commission.
The attached release includes a reconciliation of the non-GAAP information used
by the Company to its nearest comparable GAAP financial measure. GAAP
reconciliations can also be found on the Company's website at
www.bakerhughes.com/investor in the Financial Information section under the
Impact of Non-Operational Items heading and in the applicable earnings releases
under the Earnings Releases heading.
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: April 25, 2003 By: /s/ Sandra E. Alford
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Sandra E. Alford
Corporate Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 - Press Release of Baker Hughes Incorporated dated April 22, 2003.