<SUBMISSION>
<ACCESSION-NUMBER>0000950129-01-000771
<TYPE>8-K/A
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20001130
<ITEMS>2
<ITEMS>7
<FILING-DATE>20010212
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BAKER HUGHES INC
<CIK>0000808362
<ASSIGNED-SIC>3533
<IRS-NUMBER>760207995
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K/A
<ACT>34
<FILE-NUMBER>001-09397
<FILM-NUMBER>1534721
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3900 ESSEX LANE
<CITY>HOUSTON
<STATE>TX
<ZIP>77027
<PHONE>7134398600
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>3900 ESSEX LAND
<CITY>HOUSTON
<STATE>TX
<ZIP>77210
</MAIL-ADDRESS>
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<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>h84054ae8-ka.txt
<DESCRIPTION>BAKER HUGHES INCORPORATED - DATED 11/30/2000
<TEXT>

<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



       Date of Report (date of earliest event reported): NOVEMBER 30, 2000



                            BAKER HUGHES INCORPORATED
             (Exact name of registrant as specified in its charter)



         DELAWARE                       1-9397                  76-0207995
(State or other jurisdiction     (Commission File Number)   (I.R.S. Employer
     of incorporation)                                     Identification No.)


           3900 ESSEX LANE
            HOUSTON, TEXAS                              77027-5177
  (Address of principal executive offices)              (Zip Code)



       Registrant's telephone number, including area code: (713) 439-8600


<PAGE>   2


ITEM 2.    ACQUISITION OR DISPOSITION OF ASSETS.

     On November 30, 2000, Baker Hughes Incorporated, a Delaware corporation
(the "Company"), consummated the transactions contemplated by the Master
Formation Agreement dated September 6, 2000 (the "MFA"), among the Company,
Schlumberger Limited, a Netherlands Antilles corporation ("Schlumberger"), and
certain wholly owned subsidiaries of Schlumberger. Under the terms of the MFA,
the Company and Schlumberger created a venture by transferring the seismic
fleets, data processing assets, exclusive and nonexclusive multi-client surveys
and other assets of the Company's Western Geophysical division and
Schlumberger's Geco-Prakla. The Company and Schlumberger respectively own 30%
and 70% of the venture, which will operate under the name Western GECO. Other
than the Western GECO venture, neither the Company nor any of its affiliates,
directors or officers or any associates of any its directors or officers has any
material relationships with Schlumberger.

     Pursuant to the MFA, the Company received $493.4 million of cash from
Schlumberger for the transfer of a portion of the Company's ownership in Western
GECO and the sale of certain assets. The Company contributed $15.0 million in
working capital to Western GECO, consisting of a $6.6 million cash credit from
Schlumberger and $8.4 million of accounts receivable. The consideration received
by the Company was negotiated at arms' length. In the transaction, the Company
retained certain working capital and other assets of its Western Geophysical
division, valued at approximately $100 million. The Company disposed of a
portion of such assets prior to closing and expects to liquidate the balance to
further reduce the Company's outstanding debt. The Company's cash proceeds from
the transaction were used to reduce debt.

     As soon as practicable after November 30, 2004, the Company or Schlumberger
will make a cash true-up payment to the other party based on a formula comparing
the ratio of the net present value of sales revenue from each party's
contributed multiclient seismic libraries during the four year period ending
November 30, 2004 and the ratio of the net book value of those libraries on the
date of closing. The maximum payment that either party is required to make as a
result of this adjustment is $100.0 million.

     The Company does not expect to recognize any gain or loss resulting from
the initial formation of the venture due to the Company's material continued
involvement in the operations of Western GECO. The Company is expected to incur
costs of approximately $16 million in connection with the transaction. In
addition, the Company is expected to provide approximately $45.0 million for
additional taxes related to the repatriation of the proceeds from the formation
of Western GECO and to provide for additional taxes related to the future
repatriation of earnings to utilize the Company's foreign tax credit carryover.

     All material regulatory clearances for the transaction have been obtained.

     The description of the MFA set forth herein does not purport to be complete
and is qualified in its entirety by the provisions of the MFA, which is filed as
Exhibit 2.1 hereto and is incorporated herein by reference. The related
Shareholders' Agreement, Closing Agreement and the press release announcing the
completion of the transactions contemplated by the MFA are filed as Exhibits
10.1, 10.2 and 99.1, respectively, hereto and are hereby incorporated by
reference.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.

           (b)  Pro Forma Financial Information.

                Unaudited Pro Forma Consolidated Condensed Statement of
                  Operations for the Year Ended December 31, 1999


                                       2

<PAGE>   3

                Unaudited Pro Forma Consolidated Condensed Statement of
                  Operations for the Nine Months Ended September 30, 2000

                Unaudited Pro Forma Consolidated Condensed Statement of
                  Financial Position as of September 30, 2000

                Notes to Unaudited Pro Forma Consolidated Condensed Financial
                  Statements

           (c)  Exhibits.

                2.1   Master Formation Agreement dated September 6, 2000, among
                      Schlumberger, the Company and certain wholly owned
                      subsidiaries of Schlumberger (incorporated by reference to
                      Exhibit 2.1 of the Current Report of the Company on Form
                      8-K dated September 7, 2000, SEC File No. 1-9397).

               10.1   Shareholders' Agreement dated November 30, 2000, among
                      Schlumberger, the Company and the other parties listed on
                      the signature pages thereto (incorporated by reference to
                      Exhibit 10.1 of the Current Report of the Company on Form
                      8-K dated December 14, 2000, SEC File No. 1-9397).

               10.2   Closing Agreement dated November 30, 2000, among
                      Schlumberger, the Company and certain wholly owned
                      subsidiaries of Schlumberger (incorporated by reference to
                      Exhibit 10.2 of the Current Report of the Company on Form
                      8-K dated December 14, 2000, SEC File No. 1-9397).

               99.1   Press Release of the Company dated November 30, 2000
                      (incorporated by reference to Exhibit 99.1 of the Current
                      Report on Form 8-K dated December 14, 2000, SEC File No.
                      1-9397).


                                       3

<PAGE>   4


                                    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


                                        By:   /s/ Sandra E. Alford
                                           ------------------------------------
                                                  Sandra E. Alford
                                                  Corporate Secretary

Date: February 12, 2001


                                       4

<PAGE>   5

                Unaudited Pro Forma Consolidated Condensed Statement of
                  Operations for the Nine Months Ended September 30, 2000

                            BAKER HUGHES INCORPORATED

         UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

     On November 30, 2000, the Company and Schlumberger created a venture by
transferring the seismic fleets, data processing assets, exclusive and
nonexclusive multi-client surveys and other assets of the Company's Western
Geophysical division and Schlumberger's Geco-Prakla. The Company and
Schlumberger respectively own 30% and 70% of the venture, which will operate
under the name Western GECO. In conjunction with the transaction, the Company
received $493.4 million of cash from Schlumberger in exchange for the transfer
of a portion of the Company's ownership in Western GECO and the sale of certain
assets. The Company contributed $15.0 million in working capital to Western
GECO, consisting of a $6.6 million cash credit from Schlumberger and $8.4
million of accounts receivable. In the transaction, the Company retained certain
working capital and other assets of its Western Geophysical division, valued at
approximately $100 million. The Company disposed of a portion of such assets
prior to closing and expects to liquidate the balance to further reduce the
Company's outstanding debt. The Company's cash proceeds from the transaction
were used to reduce debt.

     The Company does not expect to recognize any gain or loss resulting from
the initial formation of the venture due to the Company's material continued
involvement in the operations of Western GECO. The Company is expected to incur
costs of approximately $16 million in connection with the transaction. In
addition, the Company is expected to provide approximately $45.0 million for
additional taxes related to the repatriation of the proceeds from the formation
of Western GECO and to provide for additional taxes related to the future
repatriation of earnings to utilize the Company's foreign tax credit carryover.

     The accompanying unaudited pro forma consolidated condensed financial
statements illustrate the effects of the disposition of assets of Western
Geophysical and the recording of the Company's interest in the earnings of
Western GECO on the Company's results of operations and financial position. The
unaudited pro forma consolidated condensed statements of operations for the year
ended December 31, 1999 and the nine months ended September 30, 2000 are based
on the historical statements of operations and assume that the venture formation
had occurred as of the beginning of the periods presented. The unaudited pro
forma consolidated condensed statement of financial position as of September 30,
2000 is based on the unaudited historical statement of financial position of the
Company and assumes that the venture formation took place on that date.

     Certain information normally included in the financial statements prepared
in accordance with generally accepted accounting principles has been condensed
or omitted pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). The unaudited pro forma consolidated condensed financial
statements should be read in conjunction with the historical consolidated
financial statements of the Company and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included in the Company's Annual
Report on Form 10-K and its Quarterly Reports on Form 10-Q previously filed with
the SEC.

                                       5

<PAGE>   6


                            BAKER HUGHES INCORPORATED

       UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1999

                                  (IN MILLIONS)

<TABLE>
<CAPTION>
                                                          HISTORICAL
                                               --------------------------------
                                                                    WESTERN
                                                BAKER HUGHES      GEOPHYSICAL         PRO FORMA             PRO
                                                INCORPORATED        DIVISION         ADJUSTMENTS           FORMA
                                                ------------      ------------     --------------       ------------
<S>                                             <C>               <C>              <C>                  <C>
Revenues                                        $   4,546.7        $   947.4              $--            $   3,599.3
                                                -----------        ---------           -------           -----------
Costs and expenses:
  Costs of revenues                                 3,677.7            929.2               --                2,748.5
  Selling, general and administrative                 655.0             50.6               --                  604.4
  Merger related costs                                 (1.6)                               --                   (1.6)
  Unusual charge (credit)                               8.8             42.9               --                  (34.1)
                                                -----------        ---------           -------           -----------
    Total                                           4,339.9          1,022.7               --                3,317.2
                                                -----------        ---------           -------           -----------
Operating income (loss)                               206.8            (75.3)              --                  282.1
Equity in pre-tax loss of affiliate                                     --               (45.7) (a)            (45.7)
Interest expense                                     (159.0)            --                25.7  (b)           (133.3)
Interest income                                         5.0              0.6               --                    4.4
Unrealized gain on trading securities                  31.5             --                 --                   31.5
                                                -----------        ---------           -------           -----------
Income (loss) from continuing operations
   before income taxes                                 84.3            (74.7)            (20.0)                139.0
Income taxes                                          (32.0)            (1.9)             (2.9) (a)            (42.2)
                                                                                          (9.2) (c)
                                                -----------        ---------           -------           -----------
Income (loss) from continuing operations               52.3            (76.6)            (32.1)                 96.8
Loss from discontinued operations,  net of
   tax                                                (19.0)            --                 --                  (19.0)
                                                -----------        ---------           -------           -----------
Net income (loss)                               $      33.3        $   (76.6)           $(32.1)                $77.8
                                                ===========        =========           =======           ===========
Basic earnings per share:
  Income  from continuing operations            $      0.16                                              $      0.29
  Discontinued operations, net of tax                 (0.06)                                                   (0.06)
                                                -----------                                              -----------
                                                $      0.10                                              $      0.23
                                                ===========                                              ===========

Diluted earnings per share:
  Income  from continuing operations            $      0.16                                               $     0.29
  Discontinued operations, net of tax                 (0.06)                                                   (0.06)
                                                -----------                                              -----------
  Net income                                    $      0.10                                               $     0.23
                                                ===========                                              ===========
  </TABLE>

             See notes to unaudited pro forma consolidated condensed
                             financial statements.

                                       6

<PAGE>   7


                            BAKER HUGHES INCORPORATED

       UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                      NINE MONTHS ENDED SEPTEMBER 30, 2000

                                  (IN MILLIONS)

<TABLE>
<CAPTION>

                                                        HISTORICAL
                                              -----------------------------------
                                                                    WESTERN
                                                BAKER HUGHES      GEOPHYSICAL         PRO FORMA             PRO
                                                INCORPORATED        DIVISION         ADJUSTMENTS           FORMA
                                                ------------      ------------     --------------       ------------
<S>                                             <C>               <C>              <C>                  <C>

Revenues                                        $   3,605.3        $   577.3           $   --            $   3,028.0
                                                -----------        ---------           ------            -----------
Costs and expenses:
  Costs of revenues                                 2,781.0            520.8               --                2,260.2
  Selling, general and administrative                 511.7             35.1               --                  476.6
  Unusual credit                                      (20.1)            (8.3)              --                  (11.8)
                                                -----------        ---------           ------            -----------
    Total                                           3,272.6            547.6               --                2,725.0
                                                -----------        ---------           ------            -----------

Operating income                                      332.7             29.7               --                  303.0
Equity in pre-tax loss of affiliate                      --               --             (7.2) (a)              (7.2)
Interest expense                                     (126.0)            (3.8)            23.0  (b)             (99.2)
Interest income                                         1.9              0.4               --                    1.5
Gain on trading securities                             14.1               --               --                   14.1
                                                -----------        ---------           ------            -----------
Income from continuing operations
   before income taxes                                222.7             26.3             15.8                  212.2
Income taxes                                          (76.7)           (16.9)            (5.9) (a)             (74.0)
                                                                                         (8.3) (c)
                                                -----------        ---------           ------            -----------

Income from continuing operations                     146.0              9.4              1.6                  138.2
Loss from discontinued operations,  net of
   tax                                                   --               --               --                     --
                                                -----------        ---------           ------            -----------
Net income                                      $     146.0        $     9.4          $   1.6            $     138.2
                                                ===========        =========          =======            ===========
Basic earnings per share:
  Income from continuing operations             $      0.44                                              $      0.42
  Discontinued operations, net of tax                    --                                                       --
                                                -----------                                              -----------
  Net income                                    $      0.44                                              $      0.42
                                                ===========                                              ===========

Diluted earnings per share:
  Income from continuing operations             $      0.44                                              $      0.42
  Discontinued operations, net of tax                  -                                                        -
                                                -----------                                              -----------
  Net income                                    $      0.44                                              $      0.42
                                                ===========                                              ===========
</TABLE>

             See notes to unaudited pro forma consolidated condensed
                             financial statements.

                                       7


<PAGE>   8


                            BAKER HUGHES INCORPORATED

   UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL POSITION
                            AS OF SEPTEMBER 30, 2000

                                  (IN MILLIONS)

<TABLE>
<CAPTION>

                                                                   DISPOSAL OF
                                                                 CERTAIN ASSETS
                                                                   OF WESTERN
                                                BAKER HUGHES       GEOPHYSICAL       PRO FORMA
                                                INCORPORATED        DIVISION        ADJUSTMENTS          PRO FORMA
                                                ------------      ------------     --------------       ------------
<S>                                             <C>               <C>              <C>                  <C>

ASSETS

CURRENT ASSETS:

  Cash and cash equivalents                     $      53.2       $      --          $   493.4  (d)       $     53.2
                                                                                        (493.4) (f)
  Accounts receivable, net                          1,128.4            (5.6)              (8.4) (e)          1,114.4
  Inventories                                         833.0            (0.7)                --                 832.3
  Net assets of discontinued operations               218.1              --                 --                 218.1
  Other current assets                                212.5           (14.2)                --                 198.3
                                                -----------       ---------          ---------            ----------
    Total current assets                            2,445.2           (20.5)              (8.4)              2,416.3

Investment in affiliate                                  --          1,274.4            (493.4) (d)            789.4
                                                                                           8.4  (e)
Property, net                                       1,909.6          (423.0)                --               1,486.6
Goodwill and other intangibles, net                 1,641.4          (261.2)                --               1,380.2
Multiclient seismic data and other assets           1,005.9          (692.0)                --                 313.9
                                                -----------       ---------          ---------            ----------
    Total assets                                $   7,002.1       $  (122.3)         $  (493.4)           $  6,386.4
                                                ===========       =========          =========            ==========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

  Accounts payable                              $     399.1       $    (8.6)         $      --            $    390.5
   Short-term borrowings and current portion
   of long-term debt                                    8.9            (0.5)                --                   8.4
  Accrued employee compensation                       261.4           (11.9)                --                 249.5
  Other current liabilities                           275.0           (12.0)                --                 263.0
                                                -----------       ---------          ---------            ----------
    Total current liabilities                         944.4           (33.0)                --                 911.4

Long-term debt                                      2,640.6            (0.3)            (493.4) (f)          2,146.9
Deferred income taxes                                  73.1              --                 --                  73.1
Deferred revenue and other long-term
  liabilities                                         268.0           (89.0)                --                 179.0

Stockholders' equity:
  Common stock                                        331                --                 --                 331.9
  Capital in excess of par value                    3,025.0              --                 --               3,025.0
  Accumulated deficit                                 (19.5)             --                 --                 (19.5)
  Accumulated other comprehensive loss               (261.4)             --                 --                (261.4)
                                                -----------       ---------          ---------            ----------
    Total stockholders' equity                      3,076.0              --                 --               3,076.0
                                                -----------       ---------          ---------            ----------
    Total liabilities and stockholders'
      equity                                    $   7,002.1       $  (122.3)         $  (493.4)           $  6,386.4
                                                ===========       =========          =========            ==========
</TABLE>

             See notes to unaudited pro forma consolidated condensed
                             financial statements.

                                       8

<PAGE>   9


                            BAKER HUGHES INCORPORATED

    NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

     The following pro forma adjustments have been made to the historical
financial statements of the Company:

(a)  To record the Company's equity interest, including amortization of the
     Company's excess investment, and related tax effect in Western GECO's loss
     for the year ended December 31, 1999 and for the nine months ended
     September 30, 2000.

(b)  To reduce interest expense using the weighted average interest rate for the
     Company's commercial paper of 5.20% for the year ended December 31, 1999
     and 6.23% for the nine months ended September 30, 2000 as a result of the
     assumed repayment of outstanding indebtedness as of the beginning of the
     periods presented.

(c)  To provide for additional U.S. income taxes at the statutory rate of 36%
     for the reduction in interest expense for the periods presented

(d)  To record cash received in exchange for the transfer of a portion of the
     Company's ownership in Western GECO and the sale of certain assets.

(e)  To record the contribution of required working capital by the Company to
     Western GECO.

(f)  To record the application of cash received to repay outstanding
     indebtedness.

                                       9


</TEXT>
</DOCUMENT>
</SUBMISSION>
