Securities Law & Instruments

Headnote

Section 83 of the Securities Act. Issuer is not a reporting issuer in any province in Canada. Issuer has a large number of shareholders in Ontario holding a de minimis number of securities. Issuer subject to securities legislation of the United States, and issuer delivers and will continue to deliver to shareholders resident in Ontario and in Canada the same continuous disclosure materials as those delivered, and required to be delivered, to U.S. shareholders. Issuer not listed or quoted on an exchange or market in Canada. Issuer deemed to have ceased to be a reporting issuer.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED (THE ACT)

AND

IN THE MATTER OF

BAKER HUGHES INCORPORATED

 

ORDER

(Section 83 of the Act)

UPON the application of Baker Hughes Incorporated (the Company) to the Ontario Securities Commission (the Commission) for an order pursuant to section 83 of the Act that the Company be deemed to have ceased to be a reporting issuer for the purposes of the Act;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON it being represented by the Company to the Commission that:

1. The Company is incorporated under the laws of the State of Delaware and its principal office is located in Houston, Texas.

2. On April 3, 1987, Baker Hughes Incorporated, a Delaware corporation, became the sole holder of shares of common stock, one dollar par value, of Hughes Tool Company, a Delaware corporation, pursuant to a merger transaction under Delaware law, namely an Agreement and Plan of Reorganization dated as of October 22, 1986, under which Hughes Tool Company and Baker International Corporation combined their businesses by merging into separate acquisition subsidiaries of Baker Hughes. Each outstanding Hughes Tool Company share was converted into 0.8 shares of Baker Hughes Incorporated common stock, one dollar par value.

3. The Company is a reporting issuer in Ontario by reason of the Hughes shares having previously been listed on the Toronto Stock Exchange (the TSX) in 1973. As the company whose existence continues following a statutory merger procedure, Baker Hughes continues to be a reporting issuer in Ontario.

4. The Hughes shares were delisted from the TSX in 1983. The Hughes shares were also listed on and delisted from the Montreal Stock Exchange in 1973 and 1983, respectively.

5. Baker Hughes Incorporated shares have never been listed on any stock exchange in Canada.

6. The Company is not a reporting issuer in any province in Canada other than Ontario and is not in default of any of its obligations as a reporting issuer.

7. There are no securities of the Company listed or posted for trading on any stock exchange or market in Canada.

8. The Company has no present intention of seeking public financing by way of an offering of its securities in Ontario.

9. To the best of the Company's knowledge, there is not, and there will not be, a marketplace (as defined in National Instrument 21-101 Marketplace Operation) in Canada for the Company's securities.

10. The authorized capital of the Company consists of 750,000,000 common shares, with a par value of one dollar, and 15,000,000 preferred shares, with a par value of one dollar. As of December 22, 2004, an aggregate of 335,733,017 common shares were issued and outstanding. No preferred shares are issued or outstanding. The common shares are listed and traded on the New York Stock Exchange, the Pacific Exchange, and the SWX Swiss Exchange.

11. Based on the shareholder registers of the Company, an aggregate of 32,339 shares of common stock are held by persons with addresses in Ontario, and an aggregate of 72,232 shares of common stock are held by persons with addresses in Canada, representing approximately 0.01% and approximately 0.02% of all outstanding common shares, respectively. As of December 22, 2004, there were approximately 137 registered shareholders with addresses in Ontario and approximately 291 registered shareholders with addresses in Canada.

12. To the best of Company's knowledge, residents of Canada:

(a) do not beneficially own directly or indirectly more than 2% of the outstanding securities of the Company; and

(b) do not represent in number more than 2% of the total number of owners directly or indirectly of securities of the Company.

13. On January 14, 2005, the Company issued and filed a press release announcing that the Company has applied to be deemed to have ceased to be a reporting issuer in Ontario and, if relief is granted, the Company will not be a reporting issuer or the equivalent in any jurisdiction in Canada.

14. The Company maintains a reporting issuer status in the United States and distributes to its U.S. resident shareholders and its shareholders located in Ontario and Canada those disclosure materials required by U.S. securities law.

15. The Company has undertaken to the Commission to continue to deliver all disclosure material required by U.S. securities law to be delivered to securityholders resident in the United States to its securityholders in Ontario and Canada in the manner and at the time required by U.S. securities law and U.S. market requirements. This information is also available to shareholders on the Internet at http://www.bakerhughes.com/investor/ and through the U.S. Securities and Exchange Commission website at http://www.sec.gov/.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to Section 83 of the Act that the Company is deemed to have ceased to be a reporting issuer for the purposes of the Act.

January 28, 2005.

"David L. Knight"
"Robert L. Shirriff"