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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: DECEMBER 15, 1995
(DATE OF EARLIEST EVENT REPORTED)
WEATHERFORD ENTERRA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 1-7867 74-1681642
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
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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
(NOT APPLICABLE)
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 15, 1995, Weatherford Enterra, Inc., a Delaware corporation
("Weatherford Enterra"), completed the acquisition (the "Acquisition") of
substantially all of the assets of the natural gas compression business of
Energy Industries, Inc., a Delaware corporation ("EI"), and Zapata Energy
Industries, L.P., a Delaware limited partnership ("ZEI"), for a purchase
price of approximately $130 million and the assumption of certain current
liabilities. EI and ZEI are sometimes collectively referred to herein as
"Zapata Energy Industries". The Agreement, dated as of September 20, 1995,
among Zapata Corporation, a Delaware corporation ("Zapata"), EI, ZEI, Enterra
Corporation, formerly a Delaware corporation ("Enterra"), and Enterra
Compression Company, a Delaware corporation, regarding the Acquisition has
been previously filed with the Securities and Exchange Commission (the
"Commission") as Exhibit 2 to Enterra's Current Report on Form 8-K dated
October 2, 1995 (Commission File Number 1-8153) and is incorporated herein by
reference. Enterra was merged with and into Weatherford International
Incorporated on October 5, 1995, and Weatherford Enterra is the surviving
corporation of the merger. Weatherford Enterra funded the Acquisition
through excess cash and borrowings from its existing revolving credit
facility with Bank of America Illinois, Texas Commerce Bank National
Association, Credit Lyonnais New York Branch, ABN Amro Bank, N.V., Bank of
Montreal, First Interstate Bank of Texas, N.A., Arab Banking Corporation
(B.S.C.) and the other financial institutions participating therein.
Prior to the Acquisition, Zapata Energy Industries was engaged in the
business of renting, fabricating, selling, installing and servicing natural gas
compressor packages used in the oil and gas industry. Weatherford Enterra
intends to continue to provide products and services, including the products
and services previously provided by Zapata Energy Industries, around the world
to the oil and gas exploration, production and transmission industries.
A joint press release of Weatherford Enterra and Zapata relating to the
closing of the Acquisition, dated December 15, 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 Zapata Energy Industries for the periods
specified in Rule 3.05(b) of Regulation S-X are not currently available to
Weatherford Enterra and will be filed by Weatherford Enterra by an amendment
to this report as soon as practicable and in any event not later than 60 days
after this Current Report on Form 8-K must be filed.
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(b) PRO FORMA FINANCIAL INFORMATION.
Pro forma financial information required pursuant to Article 11 of
Regulation S-X is not currently available to Weatherford Enterra and will be
filed by Weatherford Enterra by an amendment to this report as soon as
practicable and in any event not later than 60 days after this Current Report
on Form 8-K must be filed.
(c) EXHIBITS.
2.1 Agreement dated as of September 20, 1995, among Zapata Corporation,
Energy Industries, Inc., Zapata Energy Industries, L.P., Enterra
Corporation and Enterra Compression Company (incorporated by
reference to Exhibit 2 to Enterra Corporation's Current Report on
Form 8-K dated October 2, 1995 (Commission File No. 1-8153)).
99.1 Joint Press Release of Weatherford Enterra, Inc. and Zapata
Corporation dated December 15, 1995.
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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: December 29, 1995 /s/ H. SUZANNE THOMAS
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H. Suzanne Thomas
Senior Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
2.1 Agreement dated as of September 20, 1995, among Zapata Corporation,
Energy Industries, Inc., Zapata Energy Industries, L.P., Enterra
Corporation and Enterra Compression Company (incorporated by reference
to Exhibit 2 to Enterra Corporation's Current Report on Form 8-K dated
October 2, 1995 (Commission File No. 1-8153)).
99.1 Joint Press Release of Weatherford Enterra, Inc. and Zapata
Corporation dated December 15, 1995.
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EXHIBIT 99.1
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WEATHERFORD ENTERRA
NEWS RELEASE
For More Information Contact:
STEVE GRANT LAMAR MCINTYRE
(713) 439-9400 (713) 940-6100
WEATHERFORD ENTERRA, INC. ZAPATA CORPORATION
1360 POST OAK 1717 ST. JAMES PLACE
SUITE 1000 SUITE 500
HOUSTON, TX 77056 HOUSTON, TX 77056
JOINT PRESS RELEASE FOR IMMEDIATE DISTRIBUTION
WEATHERFORD ENTERRA AND ZAPATA COMPLETE ENERGY
INDUSTRIES TRANSACTION
Houston, Texas, December 15, 1995 -- Weatherford Enterra, Inc. (WII/NYSE) and
Zapata Corporation (ZOS/NYSE) today announced the closing of the transaction
whereby Weatherford Enterra purchased from Zapata the assets of its Energy
Industries gas compression division for approximately $130 million in cash and
the assumption of certain current liabilities of an operating nature.
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.
Zapata is currently transforming itself from the energy business into food
related businesses.
