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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
[ x ] ANNUAL REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM .........TO ........
COMMISSION FILE NUMBER 1-7867
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WEATHERFORD INTERNATIONAL INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
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WEATHERFORD INTERNATIONAL INCORPORATED
1360 POST OAK BOULEVARD
SUITE 1000
HOUSTON, TEXAS 77056
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Weatherford International Incorporated:
We have audited the accompanying statements of net assets of the Weatherford
International Incorporated Employee Stock Purchase Plan as of December 31, 1994
and 1993, and the related statements of changes in net assets for each of the
three years in the period ended December 31, 1994. These financial statements
are the responsibility of the plan administrative committee. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
plan administrative committee, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets of the Weatherford International
Incorporated Employee Stock Purchase Plan as of December 31, 1994 and 1993, and
the changes in net assets for each of the three years in the period ended
December 31, 1994, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Houston, Texas
March 24, 1995
F-1
WEATHERFORD INTERNATIONAL INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS
DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994 1993
--------- ----------
<S> <C> <C>
ASSETS
Common Stock of Weatherford International Incorporated,
at quoted market value - 27,860 shares (cost $238,289)
and 40,723 shares (cost $274,692), respectively......... $271,635 $ 432,682
-------- ---------
Contributions receivable -
Company................................................. 4,240 4,362
Participants............................................ 12,741 13,100
-------- ---------
16,981 17,462
-------- ---------
Cash.................................................... 1,639 1,559
-------- ---------
Total Assets ......................................... 290,255 451,703
-------- ---------
LIABILITIES
Withdrawals due participants............................. (1,560) (156,458)
-------- ---------
Net Assets............................................ $288,695 $ 295,245
======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
WEATHERFORD INTERNATIONAL INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
1994 1993 1992
---------- ------------ ----------
<S> <C> <C> <C>
Realized gain (loss) on the sale or distribution
of Weatherford International Incorporated
Common Stock, net............................. $ 91,105 $ 498,161 $ (926)
Changes in unrealized appreciation (depreciation)
of Weatherford International Incorporated
Common Stock................................ (124,644) 95,989 108,485
Contributions:
Company....................................... 44,626 46,332 169,512
Participants.................................. 133,651 138,946 192,426
Withdrawals by participants:
Common Stock, at market value................. (151,123) (1,040,614) (263,532)
Cash.......................................... (165) (280) (95)
--------- ----------- ---------
Increase (decrease) in net assets.................. (6,550) (261,466) 205,870
Net Assets, at beginning of year................... 295,245 556,711 350,841
--------- ----------- ---------
Net Assets, at end of year......................... $ 288,695 $ 295,245 $ 556,711
========= =========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
WEATHERFORD INTERNATIONAL INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
BASIS OF ACCOUNTING -
The accompanying financial statements of the Weatherford International
Incorporated Employee Stock Purchase Plan (the "Plan") have been prepared on the
accrual basis of accounting. The Plan's investment in the common stock (the
"Common Stock") of Weatherford International Incorporated (the "Company") is
reported at quoted market value (see Note 3).
PARTICIPANT ACCOUNTS -
Texas Commerce Bank N.A., Trustee for the Plan (the "Trustee"), maintains a
separate account for each participating employee. The Trustee allocates to each
account the number of shares of the Company's Common Stock purchased with
contributions credited to such account. The Plan contained 117 and 116 active
participants as of December 31, 1994 and 1993, respectively.
COMMON STOCK VALUATION -
The Common Stock is reflected in the accompanying financial statements at
quoted market value, as listed on the national securities exchange on which the
Common Stock is traded. The changes in the difference between the quoted market
value and the cost of shares not withdrawn are reported as changes in unrealized
appreciation (depreciation) in the Statements of Changes in Net Assets (see Note
4). Realized gains (losses) on the sale or distribution of Common Stock are
reported on the average cost method.
EXPENSES -
The expenses of the Plan, except transfer taxes and other expenses paid by
participating employees on withdrawals, are paid by the Company. With respect
to purchases of Common Stock on the open market, if any, brokerage fees are paid
by the Company.
(2) PROVISIONS OF THE PLAN -
GENERAL -
The Plan was established for the purpose of affording eligible employees of
the Company and its subsidiaries an opportunity to regularly and systematically
invest in the Company's Common Stock.
ADMINISTRATION -
The Plan is administered by a committee (the "Administrative Committee") of
not less than three persons appointed from time to time by the Board of
Directors of the Company.
F-4
ELIGIBILITY -
Subject to certain restrictions imposed by foreign countries in which the
Company maintains offices, every full-time non-U.S. employee and every full-time
U.S. employee not eligible for the Company's 401(k) Savings Plan is eligible to
participate in the Plan after completing one year of active continuous service.
Prior to January 1, 1993, every full-time employee of the Company was eligible
to participate in the Plan after completing six months of active continuous
service.
PARTICIPANT CONTRIBUTIONS -
An eligible employee may contribute by payroll deductions two to six
percent of his base salary, but in no event less than $20 per month or more than
$500 per month.
COMPANY CONTRIBUTIONS -
The Company contributes an amount equal to 33 1/3 percent of each
participant's contribution. Prior to January 1, 1993, the Company contributed
an amount equal to a percentage, as set forth below, of each participant's
contribution.
YEARS OF COMPANY
COMPLETED SERVICE CONTRIBUTION
--------------------- ------------
At least 6 months but less than 2 years 25%
At least 2 years but less than 5 years 50%
At least 5 years 100%
Participants vest immediately in both their contributions to the Plan and
all Company contributions made on their behalf.
THE TRUSTEE AND PURCHASES OF COMMON STOCK -
The Trustee maintains custody of the Plan's assets and uses the
participant's payroll deductions, the Company's contributions and cash dividends
received to purchase Common Stock of the Company. The Company has not declared
or paid any dividends on its Common Stock since December 1982 and does not
anticipate paying dividends on its Common Stock at any time in the foreseeable
future.
The Company's Common Stock may be purchased on the open market or from the
Company by the Trustee at a price equal to the closing price of the Common Stock
on the national securities exchange on which the Common Stock is listed.
WITHDRAWALS AND TERMINATION OF EMPLOYMENT -
A participating employee may withdraw part or all of the whole shares of
Common Stock in his account as of March 31 of any calendar year after giving
written notice prior to March 1. Cash in lieu of fractional shares and any
other credits in his account will also be paid to the withdrawing employee.
On termination of employment, a distribution will be made to the employee,
or, in the case of death, to the persons entitled thereto, of all shares of
Common Stock and cash adjustments as described above.
F-5
FEDERAL INCOME TAX CONSEQUENCES -
The Plan is not qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended. Subject to differing tax consequences imposed by foreign
countries in which the Company maintains offices, amounts contributed by an
employee to the Plan through payroll deductions and amounts contributed by the
Company are treated as part of the employee's salary or wages, which are subject
to withholding taxes and are taxed, with the rest of his compensation, as
ordinary income. The Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974.
AMENDMENT, SUSPENSION AND TERMINATION -
Although the Company has not expressed an intent to do so, it has the right
to suspend or terminate any or all provisions of the Plan at any time, except
that no such action shall be taken which will, in the Administrative Committee's
judgment, retroactively adversely affect the rights of participants.
(3) INVESTMENT ACTIVITY AND VALUATION -
The following table sets forth the investment activity, aggregate cost and
market value of Common Stock for each of the three years in the period ended
December 31, 1994:
<TABLE>
<CAPTION>
MARKET
SHARES COST VALUE
-------- ---------- --------
<S> <C> <C> <C>
BALANCE, December 31, 1991........ 72,102 $ 370,943 $324,459
========
Purchases.................... 72,817 363,960
Withdrawals by participants.. (55,698) (272,731)
------- ---------
BALANCE, December 31, 1992........ 89,221 462,172 $524,173
========
Purchases.................... 22,054 198,836
Withdrawals by participants.. (70,552) (386,316)
------- ---------
BALANCE, December 31, 1993........ 40,723 274,692 $432,682
========
Purchases.................... 16,754 178,683
Withdrawals by participants.. (29,617) (215,086)
------- ---------
BALANCE, December 31, 1994........ 27,860 $ 238,289 $271,635
======= ========= ========
</TABLE>
The market value per share of Common Stock was $10.63 on December 31, 1993
and $9.75 on December 31, 1994.
F-6
(4) CHANGES IN UNREALIZED APPRECIATION (DEPRECIATION) -
The changes in unrealized appreciation (depreciation) of Common Stock for
each of the three years in the period ended December 31, 1994 are as follows:
<TABLE>
<CAPTION>
1994 1993 1992
---------- -------- ---------
<S> <C> <C> <C>
Unrealized appreciation (depreciation)
at end of year............................... $ 33,346 $157,990 $ 62,001
Less: Unrealized appreciation (depreciation)
at beginning of year......................... 157,990 62,001 (46,484)
--------- -------- --------
Changes in unrealized appreciation
(depreciation)............................ $(124,644) $ 95,989 $108,485
========= ======== ========
</TABLE>
F-7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Plan Administrative Committee has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
WEATHERFORD INTERNATIONAL INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
March 28, 1995 By NORMAN W. NOLEN
-------------------------------------------
Norman W. Nolen
Senior Vice President, Chief Financial
Officer and Treasurer of Weatherford
International Incorporated
Member of the Plan Administrative Committee
F-8
