SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 1995
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
WEATHERFORD ENTERRA, INC.
EMPLOYEE STOCK PURCHASE PLAN
Weatherford Enterra, Inc.
1360 Post Oak Boulevard
Suite 1000
Houston, Texas 77056
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Weatherford Enterra, Inc.:
We have audited the accompanying statements of net assets of the
Weatherford Enterra, Inc. Employee Stock Purchase Plan as of December 31, 1995
and 1994, and the related statements of changes in net assets for each of the
three years in the period ended December 31, 1995. 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 Enterra, Inc.
Employee Stock Purchase Plan as of December 31, 1995 and 1994, and the changes
in net assets for each of the three years in the period ended December 31, 1995,
in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Houston, Texas
March 27, 1996
<PAGE>
WEATHERFORD ENTERRA, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS
December 31, 1995 and 1994
1995 1994
--------- ---------
Assets
Common Stock of Weatherford Enterra, Inc.,
at quoted market value - 15,840 shares (cost
$302,331) and 13,930 shares (cost $238,289),
respectively ..................................... $ 457,380 $ 271,635
--------- ---------
Contributions receivable -
Company .......................................... 4,509 4,240
Participants ..................................... 13,546 12,741
--------- ---------
18,055 16,981
--------- ---------
Cash and cash equivalents .......................... 1,899 1,639
--------- ---------
Total Assets ................................... 477,334 290,255
Liabilities
Withdrawals due participants ....................... (4,110) (1,560)
--------- ---------
Net Assets ..................................... $ 473,224 $ 288,695
========= =========
The accompanying notes are an integral part of these financial statements.
<PAGE>
WEATHERFORD ENTERRA, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS
For each of the three years in the period ended December 31, 1995
<TABLE>
<CAPTION>
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Realized gain on the sale or distribution
of Weatherford Enterra, Inc. Common
Stock, net .......................... $ 19,822 $ 91,105 $ 498,161
Changes in unrealized appreciation
of Weatherford Enterra, Inc. Common
Stock ............................... 121,703 (124,644) 95,989
Contributions:
Company ............................. 47,702 44,544 46,283
Participants ........................ 143,262 133,651 138,946
Interest income ......................... 159 82 49
Withdrawals by participants:
Common Stock, at market value ....... (148,063) (151,123) (1,040,614)
Cash ................................ (56) (165) (280)
----------- ----------- -----------
Increase (decrease) in net assets ....... 184,529 (6,550) (261,466)
Net Assets, at beginning of year ........ 288,695 295,245 556,711
----------- ----------- -----------
Net Assets, at end of year .............. $ 473,224 $ 288,695 $ 295,245
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
WEATHERFORD ENTERRA, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
(1) Summary of significant accounting policies -
Basis of accounting. The accompanying financial statements of the
Weatherford Enterra, Inc. 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 Enterra, Inc. (the "Company") is
reported at quoted market value (see Note 3).
On October 5, 1995, Weatherford International Incorporated completed a
merger with Enterra Corporation and changed its name to "Weatherford Enterra,
Inc." Contemporaneous with the Enterra merger, the Company effected a
one-for-two reverse stock split of its Common Stock. In this report, all per
share amounts and numbers of shares of Common Stock have been restated to
reflect the reverse stock split.
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
114 and 117 active participants as of December 31, 1995 and 1994, 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 in the Statements of Changes
in Net Assets (see Note 4). Realized gains 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.
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.
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. 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. 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.
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, 1995:
Market
Shares Cost Value
--------- --------- ---------
BALANCE, December 31, 1992 ........... 44,611 $ 462,172 $ 524,173
=========
Purchases ........................... 11,027 198,836
Withdrawals by participants ......... (35,276) (386,316)
--------- ---------
BALANCE, December 31, 1993 ........... 20,362 274,692 $ 432,682
=========
Purchases ........................... 8,377 178,683
Withdrawals by participants ......... (14,809) (215,086)
--------- ---------
BALANCE, December 31, 1994 ........... 13,930 238,289 $ 271,635
=========
Purchases ........................... 8,397 189,790
Withdrawals by participants ......... (6,487) (125,748)
--------- ---------
BALANCE, December 31, 1995 ........... 15,840 $ 302,331 $ 457,380
========= ========= =========
The market value per share of Common Stock was $19.50 on December 31, 1994
and $28.875 on December 31, 1995.
(4) Changes in unrealized appreciation -
The changes in unrealized appreciation of Common Stock for each of the
three years in the period ended December 31, 1995 are as follows:
1995 1994 1993
--------- --------- ---------
Unrealized appreciation
at end of year .......................... $ 155,049 $ 33,346 $ 157,990
Less: Unrealized appreciation
at beginning of year .................... 33,346 157,990 62,001
--------- --------- ---------
Changes in unrealized appreciation ........ $ 121,703 $(124,644) $ 95,989
========= ========= =========
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 ENTERRA, INC.
EMPLOYEE STOCK PURCHASE PLAN
March 27, 1996 By NORMAN W. NOLEN
Norman W. Nolen
Senior Vice President, Chief Financial
Officer and Treasurer of Weatherford Enterra, Inc.
Member of the Plan Administrative Committee
EXHIBIT 24
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated March 27, 1996 on the financial statements of
the Weatherford Enterra, Inc. Employee Stock Purchase Plan as of December 31,
1995 and 1994 and for each of three years in the period ended December 31,
1995, included in this Form 11-K, into the previously filed Weatherford
Enterra, Inc. Form S-8 Registration Statement [File No. 33-30522].
ARTHUR ANDERSEN LLP
Houston, Texas
March 27, 1996
