-----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, Fnz0sEkmCpHPXnNLtpU+Cpq7wCjMjJ7ZE4WutqIwEqjn2OVuL/iq9W6h94d6m7kF B9j6jjsJge+OtoKjLbgFNQ== 0000919574-98-000455.txt : 19980403 0000919574-98-000455.hdr.sgml : 19980403 ACCESSION NUMBER: 0000919574-98-000455 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980402 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: SEC FILE NUMBER: 005-41164 FILM NUMBER: 98586295 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.: 3 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) March 19, 1998 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 [ ]. *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). CUSIP No. 055482 11 1 1. Name of Reporting Person 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: 8. Shared Voting Power: 225,100 9. Sole Dispositive Power: 10. Shared Dispositive Power: 225,100 11. Aggregate Amount Beneficially Owned by Each Reporting Person 225,100 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 4.70% 14. Type of Reporting Person IN 3 CUSIP No. 055482 11 1 1. Name of Reporting Person I.R.S. Identification No. of Above Person Henry Scholder 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: 8. Shared Voting Power: 225,100 9. Sole Dispositive Power: 10. Shared Dispositive Power: 225,100 11. Aggregate Amount Beneficially Owned by Each Reporting Person 225,100 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 4 13. Percent of Class Represented by Amount in Row (11) 4.70% 14. Type of Reporting Person IN 5 The purpose of this Amendment No. 3 to the previously filed Schedule 13Ds is to report that the beneficial ownership of each of Herbert Chen and Henry Scholder in the warrants, exercisable at $30, expiring April 13, 2000 (the "Warrants") in BJ Services Company (the "Company") has decreased from 6.00% to 4.70% in the outstanding Warrants. Item 1. SECURITY AND ISSUER No change. Item 2. IDENTITY AND BACKGROUND This statement is being filed on behalf Herbert Chen and Henry Scholder (the "Reporting Persons"). Herbert Chen is the general partner of Chen Capital Partners, L.P. (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. Henry Scholder exercises investment discretion with respect to the Partnership, the Offshore Fund and the 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 and Henry Scholder are citizens of the United States of America. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As of the date hereof, Herbert Chen and Henry Scholder are deemed to be the beneficial owners of 225,100 Warrants. All 225,100 Warrants of which Herbert Chen and Henry Scholder are deemed to be the beneficial owners are held in either the Partnership or the Offshore Fund. All transactions in the Warrants during the last 60 days were effected in open market 6 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 came from the Offshore Fund's own funds. The Reporting Persons engage in margin borrowing in the ordinary course of business. Item 4. PURPOSE OF TRANSACTIONS. No change. Item 5. INTEREST IN SECURITIES OF ISSUER. Based on information received from the Company, as of January 31, 1998 there were 4,793,187 Warrants outstanding. Therefore, Herbert Chen and Henry Scholder are each deemed to own 4.70% of the outstanding Warrants. Each Reporting Person has the shared power to vote, direct the vote, dispose of or direct the disposition of all the Warrants that he beneficially owns. Herbert Chen and Henry Scholder ceased to be the beneficial owners of more than 5% of the outstanding Warrants on March 19, 1998. 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 March 19, 1998. 7 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. April 1, 1998 /s/ Herbert Chen Herbert Chen /s/ Henry Scholder Henry Scholder 8 EXHIBIT A REPORTING PERSONS' TRANSACTIONS Date Warrants Purchased Price Per Share or (Sold) (Not Including Commission) ____ _______________ ______________________ 2/27/98 (6,000) $41.875 3/2/98 (5,000) 43.75 (10,000) 43.4375 3/4/98 (10,000) 52.50 3/6/98 (10,000) 48.625 (200) 49.000 3/11/98 (2,000) 46.875 3/16/98 (2,000) 42.5125 3/17/98 (5,000) 37.8113 3/18/98 (26,000) 41.0385 9 01127002.AC4 -----END PRIVACY-ENHANCED MESSAGE-----