<PAGE>
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: October 5, 1995
WEATHERFORD ENTERRA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-7867 74-1681642
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1360 POST OAK BOULEVARD, SUITE 1000
HOUSTON, TEXAS 77056-3098
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 439-9400
==============================================================================
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 5, 1995, Weatherford International Incorporated, a
Delaware corporation ("Weatherford"), and Enterra Corporation, a Delaware
corporation ("Enterra"), completed the previously-announced merger (the
"Merger") of Enterra with and into Weatherford. Effective as of the
effective time of the Merger (the "Effective Time"), (i) the surviving
corporation of the Merger ("WEI") was renamed "Weatherford Enterra, Inc."
and (ii) Weatherford effected a one-for-two reverse stock split (the
"Reverse Stock Split") of its outstanding common stock, par value $.10 per
share (the "Weatherford Common Stock").
Pursuant to the Agreement and Plan of Merger, dated as of June 23,
1995 (the "Merger Agreement"), as amended as of August 28, 1995 and as of
October 5, 1995, between Weatherford and Enterra, each of Enterra's
approximately 28 million outstanding shares of common stock, par value
$1.00 per share, was as of the Effective Time converted into the right to
receive 0.845 of a share (which number reflects the Reverse Stock Split) of
Weatherford Common Stock. The Merger is intended to be treated as a "pooling
of interests" for accounting purposes under Accounting Principles Board
Opinion No. 16. The Merger Agreement and Amendment No. 1 to the Merger
Agreement have been previously filed with the Securities and Exchange
Commission (the "Commission") as Exhibit 2.1 to Weatherford's
Registration Statement on Form S-4 (Registration Number 33-62195) and are
incorporated herein by reference. Amendment No. 2 to the Merger Agreement is
attached hereto as Exhibit 2.2 and is incorporated herein by reference.
Prior to the Merger, Enterra was a worldwide provider of specialized
services and products to the oil and gas exploration, production and
transmission industries. WEI intends to continue to provide products and
services around the world to the oil and gas exploration, production and
transmission industries.
A press release relating to the closing of the Merger, dated October
5, 1995, is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Financial statements of Enterra for the periods specified in Rule
3-05(b) of Regulation S-X have been previously filed with the Commission as
part of Weatherford's Registration Statement on Form S-4 (Registration Number
33-62195) and are incorporated herein by reference.
(b) PRO FORMA FINANCIAL INFORMATION.
Pro forma financial information required pursuant to Article 11 of
Regulation S-X has been previously filed with the Commission as part of
Weatherford's Registration Statement on Form S-4 (Registration Number
33-62195) and is incorporated herein by reference.
<PAGE>
(c) EXHIBITS.
2.1 Agreement and Plan of Merger dated as of June 23,
1995, as amended as of August 28, 1995, between
Weatherford and Enterra (incorporated by reference to
Exhibit 2.1 to Weatherford's Registration Statement on
Form S-4 (Registration No. 33-62195)).
2.2 Amendment No. 2 to Agreement and Plan of Merger
dated as of October 5, 1995, between Weatherford and
Enterra.
99.1 Press Release of WEI dated October 5, 1995.
<PAGE>
SIGNATURES
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.
WEATHERFORD ENTERRA, INC.
Dated: October 16, 1995 /s/ H. SUZANNE THOMAS
-------------------------------------
H. Suzanne Thomas
Senior Vice President, Secretary
and General Counsel
<PAGE>
EXHIBIT INDEX
2.1 Agreement and Plan of Merger dated as of June 23,
1995, as amended as of August 28, 1995, between
Weatherford and Enterra (incorporated by reference to
Exhibit 2.1 to Weatherford's Registration Statement on
Form S-4 (Registration No. 33-62195)).
2.2 Amendment No. 2 to Agreement and Plan of Merger
dated as of October 5, 1995, between Weatherford and
Enterra.
99.1 Press Release of WEI dated October 5, 1995.
<PAGE>
AMENDMENT NO. 2
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, dated as of
October 5, 1995, is between Weatherford International Incorporated, a
Delaware corporation, and Enterra Corporation, a Delaware corporation.
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into an Agreement and Plan of
Merger dated as of June 23, 1995, and Amendment No. 1 to Agreement and
Plan of Merger dated as of August 28, 1995 (collectively, the "Merger
Agreement");
WHEREAS, the parties hereto wish to amend the Merger Agreement as set
forth in this Amendment No. 2;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
Section 1. Exhibits 5.15, 5.19(a)(ii) and 5.19(a)(iv) to the
Merger Agreement are amended to read in their entirety as attached hereto.
Section 2. This Amendment No. 2 shall be governed in all respects,
including, without limitation, validity, interpretation and effect, by the
laws of the State of Delaware.
Section 3. This Amendment No. 2 may be executed in counterparts, each
of which shall be an original, but all of which together shall constitute one
and the same agreement, and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the
other party.
<PAGE>
Section 4. As amended by this Amendment No. 2, the Merger Agreement
remains in full force and effect.
IN WITNESS WHEREOF, this Amendment No. 2 has been signed by or on behalf
of each of the parties as of the date first above written.
WEATHERFORD INTERNATIONAL INCORPORATED
By /s/ PHILIP BURGUIERES
------------------------------------
Philip Burguieres
Chairman of the Board, President and
Chief Executive Officer
ENTERRA CORPORATION
By /s/ D. DALE WOOD
------------------------------------
D. Dale Wood
Chairman of the Board, President and
Chief Executive Officer
-2-
<PAGE>
NEWS RELEASE
For more information contact:
STEVEN C. GRANT, VICE PRESIDENT CORPORATE DEVELOPMENT
(713) 439-9400
WEATHERFORD ENTERRA, INC.
1360 POST OAK BOULEVARD, SUITE 1000
HOUSTON, TEXAS 77056
PRESS RELEASE FOR IMMEDIATE DISTRIBUTION
WEATHERFORD AND ENTERRA COMPLETE MERGER
Houston, TX (October 5, 1995) - Weatherford International
Incorporated (NYSE WII) and Enterra Corporation (NYSE EN) announced today
completion of the merger of the two companies and a name change to
Weatherford Enterra, Inc. Shareholders of both companies approved the merger
at meetings held today. Weatherford shareholders also approved a one-for-two
reverse stock split, the name change and various other matters at today's
meeting.
The merger was structured as a tax-free pooling of interests. Pursuant
to the merger, all outstanding shares of Enterra common stock, approximately
28 million, were converted into approximately 24 million shares of
Weatherford Enterra common stock at a ratio of 0.845 of a share of
Weatherford Enterra stock, after giving effect to the reverse stock split.
Following the merger and the reverse stock split, Weatherford Enterra will
have approximately 51 million shares outstanding. The new shares will be
listed on the New York Stock Exchange and will continue to carry the WII
stock symbol.
The Board of Directors of Weatherford Enterra will consist of Thomas N.
Amonett, Philip Burguieres, William E. Greehey, John W. Johnson and Robert K.
Moses, Jr. (former Weatherford directors) and John A. Hill, William E.
Macaulay, Robert L. Parker, Sr., R. Rudolph Reinfrank and Roger M. Widmann
(former Enterra directors). Burguieres, Chairman, President and CEO of
Weatherford, will serve as Chairman, President and CEO of Weatherford Enterra.
Pro forma 1994 revenues, net income, and cash flow (defined as net
income plus depreciation) for the combined entities would have been $903
million, $70 million and $158 million, respectively. These pro forma results
assume completion as of January 1, 1994 of various other transactions in 1994
and 1995, including the Weatherford Enterra merger and the pending Energy
Industries acquisition scheduled to close in November, and realization of
certain operational and combination savings benefits resulting from these
transactions. Current market capitalization of Weatherford Enterra is
approximately $1.5 billion.
-more-
<PAGE>
Following the merger, the significantly expanded Company will operate
through six core businesses; rental and fishing services; tubular handling
services; gas compression products and services; cementation products;
pipeline construction products and services; and energy products and services.
In commencing on the merger, Burguieres noted that the combination of
two of the leading oil field service companies should be a real benefit to
the Company's customers. He commented that "with over 6,000 employees serving
customers from over 200 locations worldwide, the new Company will be better
able to serve its customers through the more efficient delivery of a broader
range of products and services. By benefitting our customers, we benefit our
shareholders and employees as well. This merger is an excellent example of
our continuing effort to enhance shareholder value."
Weatherford Enterra is a Houston, Texas-based diversified international
energy service and manufacturing company that provides products and services
around the world to the oil and gas exploration, production and transmission
industries.
###
