-----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, On1yxT6hw2SykHorP+v0ITRXt8QyRSgZ4tLpNQCImr8nRTHm+zwwSkNjlhDyQBu/ OJ3dAowyURX+wD6CrNeq5Q== 0000919574-97-000478.txt : 19970509 0000919574-97-000478.hdr.sgml : 19970509 ACCESSION NUMBER: 0000919574-97-000478 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970508 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41164 FILM NUMBER: 97597932 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/A 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/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: 2 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) May 2, 1997 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 [ ]. (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: 217,300 9. Sole Dispositive Power: 10. Shared Dispositive Power: 217,300 11. Aggregate Amount Beneficially Owned by Each Reporting Person 217,300 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 3 13. Percent of Class Represented by Amount in Row (11) 4.53% 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: 70,500 8. Shared Voting Power: 217,300 9. Sole Dispositive Power: 70,500 10. Shared Dispositive Power: 217,300 11. Aggregate Amount Beneficially Owned by Each Reporting Person 287,800 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 5 13. Percent of Class Represented by Amount in Row (11) 6.00% 14. Type of Reporting Person IN 6 The purpose of this Amendment No. 1 to the previously filed Schedule 13D is to report that the beneficial ownership of Chen Capital Partners, L.P. (the "Partnership") and Herbert Chen (together with the Partnership, the "Reporting Persons") in the warrants, exercisable at $30, expiring April 13, 2000 (the "Warrants") in BJ Services Company (the "Company") has decreased from 6.44% and 8.18% to 4.53% and 6.00%, respectively, in the outstanding Warrants. Item 1. SECURITY AND ISSUER No change. Item 2. IDENTITY AND BACKGROUND No change. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As of the date hereof, the Partnership owns 217,300 Warrants and Herbert Chen is deemed to be the beneficial owner of 287,800 Warrants. All 287,800 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. All transactions in the Warrants since the last filing on Schedule 13D were effected in open market transactions. 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. No change. Item 5. INTEREST IN SECURITIES OF ISSUER. Based on information received from the Company, as of May 5, 1997 there were 4,793,992 Warrants outstanding. Therefore, the Partnership owns 4.53% of the outstanding Warrants and Herbert Chen is deemed to own 6.00% 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. The Partnership ceased to be the beneficial owner of more than 5% of the outstanding warrants on May 2, 1997. 7 Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER No change. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Attached hereto as Exhibit A is a description of the transactions in the Warrants that were effected by the Reporting Persons during 60 days prior to May 2, 1997. 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. May 8, 1997 /s/ Herbert Chen Herbert Chen CHEN CAPITAL PARTNERS, L.P. By: Herbert Chen, its General Partner /s/ Herbert Chen Herbert Chen 8 EXHIBIT A REPORTING PERSONS' TRANSACTIONS Date Warrants Purchased Price Per Share or (Sold) (Not Including Commission) ____ _______________ ______________________ 3/31/97 500 $23.75 4/30/97 5,000 23.29 5/2/97 (100,000) 21.94 5/6/97 (25,000) 23.94 9 01127002.AA9 -----END PRIVACY-ENHANCED MESSAGE-----