-----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, Jma8kMUnuDWaVdbJsaMXIUEPPiU4PtjbtsbDAhimcQFfzFAfIZ2GDnwKgvqNL8sa HZGo22CDgdLsAbDCnOjOAw== 0000919574-96-001031.txt : 19961106 0000919574-96-001031.hdr.sgml : 19961106 ACCESSION NUMBER: 0000919574-96-001031 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961105 SROS: NYSE SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41164 FILM NUMBER: 96654335 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHEN HERBERT CENTRAL INDEX KEY: 0001026377 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O CHEN CAPITAL PARTNERS LP STREET 2: 237 PARK AVE 9TH FL CITY: NEW YORK STATE: NY ZIP: 10017 MAIL ADDRESS: STREET 1: C/O CHEN CAPITAL PARTNERS LP STREET 2: 237 PARK AVE 9TH FL CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: BJ Services Company Title of Class of Securities: Warrants CUSIP Number: 055482 11 1 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Herbert Chen, c/o Chen Capital Partners, L.P., 237 Park Avenue, 9th Floor New York, New York 10017; (212) 808-2406 (Date of Event which Requires Filing of this Statement) July 11, 1996 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of class. See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP No. 055482 11 1 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Chen Capital Partners, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization New York Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 358,500 9. Sole Dispositive Power: 10. Shared Dispositive Power: 358,500 11. Aggregate Amount Beneficially Owned by Each Reporting Person 358,500 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 3 13. Percent of Class Represented by Amount in Row (11) 7.48% 14. Type of Reporting Person PN 4 CUSIP No. 055482 11 1 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Herbert Chen 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 105,800 8. Shared Voting Power: 464,300 9. Sole Dispositive Power: 105,800 10. Shared Dispositive Power: 464,300 11. Aggregate Amount Beneficially Owned by Each Reporting Person 464,300 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 5 13. Percent of Class Represented by Amount in Row (11) 9.69% 14. Type of Reporting Person IN 6 Item 1. SECURITY AND ISSUER This statement relates to Warrants, exercisable at $30, expiring April 13, 2000 (the "Warrants"), in BJ Services Company (the "Company"). The Company's principal executive office is located at 5500 Northwest Central Drive, Houston, Texas 77210. Item 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Chen Capital Partners, L.P. (the "Partnership") and Herbert Chen (together with the Partnership, the "Reporting Persons"). The Partnership, an investment partnership, is a New York limited partnership. Herbert Chen is the general partner of the Partnership and is the President of Chen Capital Management, LLC. Chen Capital Management, LLC is the investment manager of Chen Capital Overseas, Ltd. (the "Offshore Fund"), a British Virgin Islands corporation, and Common Sense Partners (the "Managed Account"), a managed account. The principal office of the Reporting Persons is 237 Park Avenue, 9th Floor New York, New York 10017. Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Herbert Chen is a citizen of the United States of America. The Partnership is a New York limited partnership. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As of the date hereof, the Partnership owns 358,500 Warrants and Herbert Chen is deemed to be the beneficial owner of 464,300 Warrants. All 464,300 Warrants that Herbert Chen is deemed to be the beneficial owner of are held in either the Partnership, the Offshore Fund or the Managed Account. The Warrants owned by the Reporting Persons were purchased in open market transactions; those owned by the Partnership were purchased at an aggregate price of $5,134,859 and those deemed to be 7 owned by Herbert Chen were purchased at an aggregate price of $6,636,356. The funds for the purchase of the Warrants held in the Partnership came from capital contributions to the Partnership by its general and limited partners. The funds for the purchase of the Warrants held in the Offshore Fund or the Managed Account came from the Offshore Fund's or Managed Account's own funds. No funds were borrowed to finance any of the purchases. Item 4. PURPOSE OF TRANSACTIONS. The Warrants beneficially owned by the Reporting Persons were acquired for, and are being held for, investment purposes. The Reporting Persons have no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. Item 5. INTEREST IN SECURITIES OF ISSUER. Based on information received from the Company, as of October 25, 1996, there were 4,793,712 Warrants outstanding. Therefore, the Partnership owns 7.48% of the outstanding Warrants and Herbert Chen is deemed to own 9.69% of the outstanding Warrants. Each Reporting Person has the sole or shared power to vote, direct the vote, dispose of or direct the disposition of all the Warrants that he or it beneficially owns. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Neither of the Reporting Persons has any contract, arrangement, understanding or relationship with any person with respect to the Warrants. Item 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Attached hereto as Exhibit A is an agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934. 2. Attached hereto as Exhibit B is a description of the transactions in the Warrants that were effected by the Reporting Persons during 60 days prior to July 11, 1996. 8 Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. November 5, 1996 /s/ Herbert Chen Herbert Chen CHEN CAPITAL PARTNERS, L.P. By: Herbert Chen, its General Partner /s/ Herbert Chen Herbert Chen 9 EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13D dated November 5, 1996 relating to Warrants in BJ Services Company shall be filed on behalf of the undersigned. /s/ Herbert Chen _____________________________ Herbert Chen CHEN CAPITAL PARTNERS, L.P. By: Herbert Chen, its General Partner /s/ Herbert Chen _____________________________ Herbert Chen 10 EXHIBIT B REPORTING PERSONS' TRANSACTIONS Date Warrants Purchased Price Per Share (Not Including Commission) ____ _______________ ______________________ 6/25/96 19,200 $11.96 6/25/96 5,800 11.97 7/2/96 1,200 12.95 7/2/96 4,500 12.79 7/3/96 2,400 13.81 7/3/96 1,100 13.82 7/3/96 11,500 13.80 7/5/96 700 13.46 7/5/96 1,600 13.44 7/5/96 7,700 13.43 7/11/96 16,100 15.11 7/11/96 53,900 15.10 7/12/96 1,800 15.14 7/12/96 4,000 15.13 7/12/96 19,200 15.12 7/15/96 3,700 16.16 7/15/96 46,300 16.15 7/16/96 700 14.00 7/16/96 1,600 13.99 7/16/96 7,700 13.97 7/24/96 400 12.61 11 Date Warrants Purchased Price Per Share (Not Including Commission) ____ _______________ ______________________ 7/24/96 800 12.58 7/24/96 3,800 12.56 7/31/96 400 11.61 7/31/96 800 11.58 7/31/96 3,800 11.56 8/1/96 400 11.99 8/1/96 800 11.96 8/1/96 3,800 11.93 8/7/96 400 13.36 8/7/96 800 13.33 8/7/96 3,800 13.31 8/30/96 200 15.44 8/30/96 300 15.56 8/30/96 500 15.49 8/30/96 700 15.35 8/30/96 2,300 15.45 9/13/96 700 15.60 9/13/96 1,600 15.58 9/13/96 7,700 15.56 9/17/96 500 14.47 9/20/96 100 13.18 9/30/96 2,000 14.07 10/2/96 1,500 14.57 12 Date Warrants Purchased Price Per Share (Not Including Commission) ____ _______________ ______________________ 10/2/96 3,200 14.57 10/2/96 15,300 14.56 10/3/96 1,500 14.83 10/17/96 19,300 19.14 10/17/96 1,800 19.16 10/17/96 3,900 19.15 13 01127002.AA6 -----END PRIVACY-ENHANCED MESSAGE-----